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Backup Documents 05/14/2019 Item #16F 2 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16 F 2 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper.Attach to original document.Original documents should be hand delivered to the Board Office.The completed routing slip and original documents are to be forwarded to the Board Office only after the Board has taken action on the item.) ROUTING SLIP Complete routing lines#1 through#4 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#4,complete the checklist. Route to Addressee(s) Office Initials Date (List in routing order) 1. Colleen Greene County Attorney's Office ( f/) /_ 111 2. BCC Chairman Board of County Commissioners � (!J vol (n\S \ 3. Minutes and Records Clerk of Courts Office (s-f PRIMARY CONTACT INFORMATION (The primary contact is the holder of the original document pending BCC approval.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 need to contact staff for additional or missing information.All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to aplrove the item. Name of Primary Staff Kelly Green Phone Number 252-2384 Contact Agenda Date Item was 5/14/19 I/ Agenda Item Number 16F2 Approved by the BCC Type of Document Agreement Number of Original 2 Attached Documents Attached 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. Original document has been signed/initialed for legal sufficiency.(All documents to be - K6 !--\� signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney.This includes signature pages from ordinances, resolutions,etc.signed by the County Attorney's Office and signature pages from contracts,agreements,etc.that have been fully executed by all parties except the BCC Chairman and Clerk to the Board and possibly State Officials.) 2. All handwritten strike-through and revisions have been initialed by the County Attorney's KG Office and all other parties except the BCC Chairman and the Clerk to the Board 3. The Chairman's signature line date has been entered as the date of BCC approval of the n/a document or the final negotiated contract date whichever is applicable. 4. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's KG signature and initials are required. 5. In most cases(some contracts are an exception),the original document and this routing slip KG should be provided to the BCC office within 24 hours of BCC approval. 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! 6. The document was approved by the BCC on 5/14/19 and all changes made during KG— the meeting have been incorporated in the attached document.The County Attorney's Office has reviewed the changes,if applicable. I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05 1 6F MEMORANDUM Date: June 6, 2019 To: Kelly Green, Tourist Development Tax Coordinator Tourism Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Agreement between Collier County and UWP, LLC d/b/a Pro Watercross Championship for the 2019 and 2020 Pro Watercross Championships Attached please find an original copy of the agreement referenced above, (Item #16F2) approved by the Board of County Commissioners on Tuesday, May 14, 2019. The second original will be held in the Minutes and Records Department for the Board's Official Record. If you have any questions, please contact me at 252-8406. Thank you. Attachment SPONSORSHIP AGREEMENT BETWEEN 1 6F 2 COLLIER COUNTY AND UWP, LLC PRO WATERCROSS CHAMPIONSHIP THIS AGREEMENT is made and entered into this day of 111\OLLA— 2019, by and between Collier County, a political subdivision of the State of Florida ("Co and , ("UWP, LLC dba Pro Watercross Championship ("Watercross"), authorized to do business in Florida. RECITALS: WHEREAS,the County has adopted a Tourist Development Plan funded by proceeds from the Tourist Development Tax; and WHEREAS, the Collier County Tourism Ordinance provides that certain amounts of the revenues generated by the Tourist Development Tax are to be allocated to promote and advertise tourism within the State of Florida, nationally and internationally which encourages tourism; and WHEREAS, UWP, LLC Pro Watercross Championship has applied to the Collier County Tourist Development Council ("TDC") for Sponsorship funding to be used to host the 2019 and 2020 UWP, LLC Pro Watercross Championship at Collier County's Sugden Regional Park; and WHEREAS, with the recommendation of the TDC, the Collier County Board of County Commissioners has reviewed and approved the proposal of Watercross,and specifically finds that the event promotes tourism. WITNESSETH: NOW, THEREFORE, in consideration of the promises and covenants contained herein, and other good and valuable consideration exchanged amongst the parties, the parties agree as follows: 1. All of the above RECITALS are true and correct and are hereby expressly incorporated herein by reference as if set forth fully below. 2. Watercross agrees as follows: A. At its sole cost and expense, Watercross will promote, market and present the 2019 and 2020 Pro Watercross Championship,to take place at Collier County's Sugden Regional Park in in the Fall of each year. As part of this Pro Watercross Championship at its sole cost and expense, will: i. Lease the Sugden Regional Park directly from the Collier County Parks and Recreation Division and will comply with all then-current County requirements for the hosting of an event of this size including but not limited to: providing the necessary insurance, crowd control, parking, security, restroom facilities, waste removal, portable generators, and other event operation expenses. Watercross will also obtain all required liquor licenses to allow alcohol beverage sales at the events. The Lease Agreement shall specify dates for each event which shall be provided to the Tourism Division upon execution of the Lease. [19-TDC-00160/1466222/11 EA 0) • 1 6 F ii. Negotiate and schedule the production and airing of three :30 spots in the telecast of the Pro Watercross Championships during the 2019 and 2020 on CBS Sports Network,a Live Streaming provider,or utilizing other comparable broadcast and on-line providers. iii. Provide written acknowledgement of the sponsorship by the Collier County Convention & Visitors Bureau (CVB) using the phrase "Funded in part by the Collier County Tourist Tax" and placement of the CVB logo in all media, marketing, promotion, and as a part of the local activation at all Watercross events prior to the final Naples event using#RacetoNaples branding message 3. Collier County agrees as follows: A. In consideration of the above, County will pay Watercross an annual Sponsorship Fee in the sum of One Hundred Ten Thousand Dollars($110,000.00) for the 2019 and the 2020 Pro Watercross Championship. Although this Sponsorship Fee is intended to help Watercross pay for its costs related to hosting the event, Watercross may use this fee in any manner it deems fit. Each year,payment shall be made in three installments as follows: i. The First Payment($40,000.00) shall be paid to Watercross within 45 days of the County's receipt and approval of an invoice, written notice and schedule provided by Watercross that it has commenced the racing circuit season for each year. Such notice will provide documentation evidencing that the season /racing circuit has officially opened. This documentation may include proof of onsite activation of the CVB logo and#RacetoNaples at all circuit stops,media placement for the event such as social media promotion, e-newsletters, digital advertising, website updates, and Personal Watercraft related websites utilizing website banner ads. All marketing, promotion, onsite activations at race sites prior to the Naples Championship event, and advertising must include the CVB logo as provided by Collier County to Watercross. ii. The Second Payment($40,000.00)shall be paid to Watercross upon receipt and approval of an invoice within 45 days frog the conclusion of each year's season/racing circuit. The County may deduct from this any outstanding fees owed to Collier County in connection with this event. iii. The Third Payment ($30,000.00) shall be paid to Watercross upon receipt and approval of a final invoice following each year's UWP, LLC Pro Watercross Championship, which invoice shall include the following information: a. Proof that the UWP, LLC Pro Watercross Championship was broadcasted and live streamed as agreed to; and b. Documentation of UWP, LLC Pro Watercross Championship in Naples attendance/overnight accommodations stays and direct visitors spending by event participants and spectators. This final invoice, Post Event Report and all documentation shall be submitted to the County within 30 days following the conclusion of the current years UWP,LLC Pro Watercross Championships. All invoices are payable in compliance with Florida's Prompt Payment Act. [19-TDC-00160/1466222/1] 2 *(-3) 1 F 2 B. Within 30 days from the County's receipt and approval of Watercross final invoice for each event, the Parties shall meet to discuss the next year's event. At this time, the Parties will review the information provided by Watercross as part of its final invoice,and consider whether there should be changes to this Agreement or the Sponsorship Fee for the next year's event. To be effective, any changes must be memorialized by an amendment to this Agreement. The County Manager is authorized to extend this time frame on behalf of the County. C. In addition to paying a Sponsorship Fee, Collier County shall assist Watercross in their hosting of the event, which will consist of some or all of the following: i. Year-round promotion on Collier County Convention and Visitors Bureau sports marketing website, Facebook, and Twitter channels; ii. Assistance with hotel logistics including gathering of rates and banquet needs; iii. Assistance with local volunteers in coordination with Watercross leadership; iv. Assistance with securing Concessions Operations if needed by prior arrangement with Collier County staff; v. Assistance with Public Relations and Media Outreach; vi. Discounts to local attractions and restaurants; vii. Administrative assistance with obtaining necessary permits including liquor license; and viii. On site visitor information table to assist with local attractions and suggestions for out of town visitors. LEGAL MATTERS 4. INDEMNIFICATION AND DUTY TO DEFEND: A. To the maximum extent permitted by Florida Law, Watercross shall indemnify, defend and hold harmless the County, its officials and employees from any and all liabilities, damages, losses, and costs, including,but not limited to, reasonable attorneys' fee and paralegals' fee to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of Watercross 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 the County. The foregoing indemnification shall not constitute a waiver of sovereign immunity beyond limits set forth in section 768.28, Florida Statutes. B. The duty to defend under this Section is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of Watercross, the County, or any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Watercross. Watercross's obligation to indemnify and defend [19-TDC-00160/1466222/1] 3 E.:t3 1 6F 2 the County will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against Watercross or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 5. INSURANCE: Watercross shall at all times during the term of this Agreement maintain insurance coverage at amounts that are commercially reasonable, including at least Comprehensive General Liability at $3,000,000 and evidence that the on-site third-party vendor for alcoholic beverages has provided Liquor Liability insurance at$1,000,000.Collier County and its affiliates shall be named as an additional insured on all such policies of insurance and Watercross shall provide proof of insurance at least 7 days prior to the start of the Pro Watercross Championship event or at Collier County's request. 6. NOTICES: All notices from the County to UWP,LLC Pro Watercross Championship shall be in writing and deemed duly served if mailed by registered or certified mail to Pro Watercross Championship at the following address: A.J. Handler Pro Watercross 1937 Fairport Nine Mile Point Pt. Rd. Penfield, NY 14526 aj@prowatercross.corn All notices from Watercross to the County shall be in writing and deemed duly served if mailed by registered or certified mail to the County to: Jack Wert, Tourism Director Collier County Tourism Department 2660 N. Horseshoe Drive Suite 105 Naples, Florida 34104 Jack.Wert@colli erco untyftgov Watercross and the County may change the above mailing address at any time upon giving the other party written notification pursuant to this Section. 7. NO PARTNERSHIP: UWP, LLC Pro Watercross Championship is an independent contractor. Nothing herein contained shall be construed as creating a partnership or joint venture of any kind between the County and Watercross , its vendors or subcontractors, or to constitute Watercross , or its vendors or subcontractors, as an agent or employee of the County. All revenue of any kind received by Watercross related to hosting these events, including but not limited to parking fees, are for the sole benefit of Watercross, and County will not be entitled to share in any profit received by, or be liable to share in the cost incurred by, Watercross arising from these events. 8. COOPERATION: Each party shall fully cooperate with the other in all matters pertaining to this Agreement and shall provide all information and documentation as requested from time to time. [19-TDC-00160/146622211] 4 16F2 9. TERM: This Agreement shall become effective on approval by the Board of Commissioners and remain in effect through the Pro Watercross Championship held in Fall 2020. There is no right to renew by either party. 10. TERMINATION FOR CONVENIENCE: This Agreement may be terminated by either party by giving the other party written notice between 12 and 18 months in advance of the termination date. Following the giving of such notice, the parties will continue to abide with all terms and conditions of this Agreement through the following year's Pro Watercross Championship, which will be the final event under this Agreement. After the conclusion of this final event, and the satisfaction of all obligations and payments arising from this final tournament, the parties will have no further obligations whatsoever with respect to this Agreement. 11. OPTION TO TERMINATE: Either party may terminate or cancel this Agreement with six months written notice with no penalty to either party. Following satisfaction of all obligations and payments arising from the prior tournament that was held, each party will have no further obligation whatsoever to the other with respect to this Agreement. 12. GENERAL ACCOUNTING AND AVAILABILITY OF RECORDS: With respect to all matters covered in this Agreement, Watercross shall maintain complete and accurate accounting records, and shall maintain these records, books, documents, papers and financial information pertaining to work performed under this Agreement for a period of three (3) years, in compliance with Chapter 119, the Florida Public Records Law. 13. AVAILABILITY OF FUNDS: This Agreement is subject to the availability of Tourist Development Tax revenues. If for any reason tourist tax funds are not available to fund all or part of this Agreement for any given tournament year,the County may upon written notice,at any time during the term of this Agreement, reduce or eliminate funding under this Agreement. Upon receipt of such notice, Watercross will have the option to either terminate this Agreement or continue this Agreement without such funding. If following receipt of such notice Watercross elects to terminate the Agreement, the County will reimburse Watercross for all eligible and documented expenditures Watercross actually incurred up to the date written notice was received, and Watercross will not be required to pay a termination fee. 14. PROHIBITION OF ASSIGNMENT: This Agreement is personal to Watercross. As such, Watercross may not assign, convey, or transfer in whole or in part its interest in this Agreement without the prior written consent of the County, which consent may be withheld in the County's sole discretion. 15. AMENDMENTS: This Agreement may only be amended by mutual written agreement of the parties, and must be made with the same formalities as was done in entering into this Agreement. 16. VENUE AND GOVERNING LAW: This Agreement shall be governed by and construed under the laws of the State of Florida. The parties shall attempt in good faith to resolve any dispute concerning this Agreement through negotiation between authorized representatives. If these efforts are not successful, and there remains a dispute under this Agreement, the parties shall first engage in voluntary mediation, with each side sharing all costs. Following the conclusion of this procedure,either party may then file an action in the Circuit Court of Collier County,or the Middle [19-TDC-00180/1466222/1] 5 • 1 6 F 2 District of Florida, which shall be the exclusive venue with respect to any disputes arising out of this Agreement. In the event of litigation, each side shall bear its own attorney's fees. 17. ENTIRE AGREEMENT: This Agreement sets out the entire agreement between Collier County and Watercross with respect to the subject matter contained herein. It supersedes all prior agreements, proposals, arrangements and communications,whether written or oral, with respect to the subject matter hereof, which agreements are hereby terminated in their entirety and of no further force and effect as of the date of this Agreement. In the event of any conflict between a provision of the Agreement and a provision of an invoice, the provisions of this Agreement will prevail. No modification or waiver of this Agreement or any of the provisions hereof will bind either party unless an authorized agent of each party agrees in writing to the modification waiver. IN WITNESS WHEREOF,UWP,LLC Pro Watercross Championship and Collier County have respectively, by an authorized person or agent,hereunder set their hands and seals on the date and year first above:written. ATTEST: • BOARD OF C •MMISSIONERS CRYSTAL KINZEL, CAffk COL IER tAi4it Y FLO 14A 4 • OV. 1" By: 1 • By: TO: 1y k Willi. / . McDaniel Jr., Chairma Attest as O. aifitfn signaairoortit UWC,LLC By: an ler pproved . to form and le ality: e 01100 C • o leen M. Greene Assistant County Attorney Item# ADgaetenda LJ Date " Redd ---- lerk [19-T0C-00160/146622211[ 6 P10)