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Backup Documents 07/14/2020 Item #16F 9 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP , 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. County Attorney Office County Attorney Office R4fn: fin//Gan drteM1C C r `& 1/30h U 2. BCC Office Board of County �S 71.00 Commissioners 3. Minutes and Records Clerk of Court's Office A6 lbS'1 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 Jack Wert Phone Number 239-252-2402 Contact/ Department Agenda Date Item was 7/14/20 Agenda Item Number 16F9 Approved by the BCC Type of Document Agreement Number of Original 2 Attached Documents Attached PO number or account 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) KG N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A 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 KG 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 N/A 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 KG document or the fmal negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's KG signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip KG 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 above date and all changes made during KG N/A is not the meeting have been incorporated in the attached document. The County an option for Attorney's Office has reviewed the changes,if applicable. this line. 9. Initials of attorney verifying that the attached document is the version approved by the ss , N/A is not BCC,all changes directed by the BCC have been made,and the document is ready for the ..`� an option for Chairman's signature. ilais line. 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 9 MEMORANDUM Date: August 5, 2020 To: Jack Wert, Director Tourism Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Agreement between Collier County and Football University, LLC Attached please find an original copy of the agreement referenced above, (Item #16F9) approved by the Board of County Commissioners on Tuesday, July 14, 2020. 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 1 � F9 SPONSORSHIP AGREEMENT BETWEEN COLLIER COUNTY AND FOOTBALL UNIVERSITY,LLC FBU NATIONAL TOP GUN SHOWCASE FBU NATIONAL CHAMPIONSHIPS THIS AGREEMENT is made and entered into this i day of . . . .. , 2020, by and between Collier County, a political subdivision of the State of Florida ("0 nty"), and Football University, LLC (FBU), authorized to do business in Florida. RECITALS: WHEREAS,the County has adopted a Tourist Development Plan funded by proceeds from the Tourist Development'Fax; and WHEREAS,the Collier County Tourist Development Tax 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,FBU is currently a Party to two Sponsorship Agreements with Collier County to host the FBU National Championships (each December 2019 and 2020) and to host the FBU Top Gun Showcase (each summer 2020 through 2022); and WHEREAS, the Parties to the Sponsorship Agreements wish to continue the Agreements to host these two events each year from 2020 through 2025; and WHEREAS, the Parties to the Sponsorship Agreements wish to consolidate the two Agreements into one Agreement as memorialized herein; and WHEREAS, with the recommendation of the TDC, the Collier County Board of County Commissioners has reviewed and approved the proposal of FBU and specifically finds that the two proposed events promote 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 the above RECITALS are true and correct and are hereby expressly incorporated herein by reference as if set forth fully below. 2. FBU agrees as follows: A. At its sole cost and expense, FBU will promote, market and present the FBU National Championship (FBUNC) to take place in Collier County in December 2020 through 2025,and the Top Gun Showcase, to take place at the Collier County Paradise Coast Sports Complex each year starting July 2020 through July 2025. As part of this commitment, FBU at its sole cost and expense,will also: [20-TDC-00185/1547902/11 1 G:\SPORTS MARKETING\SPORTS MARKETING\FBU\2019 CAO 16 F9 i. Lease the Paradise Coast Sports Complex directly from the operating agency and will comply with all then-current County requirements for the hosting of events of this size. These requirements will include but are not limited to: providing the necessary insurance,crowd control,parking,security,EMS,restroom facilities, waste removal, all necessary game day operation equipment, personnel and other additional event operation expenses incurred in running the FBUNC and the Top Gun Showcase. a. In the event that the Paradise Coast Sports Complex is not ready for play or not available for use due to a compelling public purpose,the County will work with FBU to provide alternative locations and fields including but not limited to providing other Collier County Parks and Recreation Facilities for use for the FBUNC and the Top Gun Showcase. ii. 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 Development Tax" and placement of the CVB logo in all media, marketing, promotion, and as part of the local activation at all FBU events prior to the Top Gun Showcase and the FBUNC in Naples using the#PathtoNaples branding message. iii. In further consideration of the above, starting in Fiscal Year 2021,and at no additional cost to the County, FBU will deliver four (4) additional self-operated events at the Paradise Coast Sports Complex in the first two years of this Agreement. Examples of these additional events would be a Southwest Florida Championship, 7 v 7 tournament, Spring tackle or flag football championship, Florida Regional Jamboree or National Football Alliance. 3. Collier County agrees as follows: A. In consideration of the above, County will pay FBU a Sponsorship Fee in the sum of up to Four Hundred Thousand Dollars ($400,000) each year for the 2020 through 2025 FBU National Championships. Although this Sponsorship Fee is intended to help FBU pay for its costs related to hosting the FBU National Championships event, FBU may use this fee in any manner it deems fit. B. In further consideration of the above, County will pay FBU a Sponsorship Fee in the sum of up to One Hundred Thousand Dollars($100,000)each year for the 2020 through 2025 FBU Top Gun Showcase. Although this Sponsorship Fee is intended to help FBU pay for its costs related to hosting the FBU Top Gun Showcase, FBU may use this fee in any manner it deems fit. C. Each year, payment shall be made in 5 installments as follows: 1. The First Payment of Fifty-thousand dollars ($50,000.00) for the FBU Top Gun Showcase each year shall be paid to FBU within 45 days of the County's receipt of an invoice and the written notice and schedule provided by FBU that it has commenced selection process to identify the participants for the Top Gun Showcase event in Naples. Such notice will be provided in a written statement of the process FBU will follow in preparation for the Top Gun Showcase at the Paradise Coast Sports Complex. Documentation will also include proof of onsite [20-TDC-00185/1547902/1] 2 G:\SPORTS MARKETING\SPORTS MARKETING\FBU\2019 CAa Il F9 activation of the CVB logo and#PathtoNaples branding on all Top Gun Showcase promotional placement such as social media promotion, e-newsletters, digital advertising, website updates, and website banner ads on football related websites such as the FBU event website. All marketing, promotion and advertising must include the CVB logo as provided by Collier County to FBU. 2. The Second Payment of One Hundred Fifty Thousand dollars ($150,000) shall be paid to FBU each year for the FBU Football Championships within 45 days of the County's approval of a receipt of an invoice and the written notice that the Football University Camps have commenced and a schedule is provided by FBU of those camps. Documentation will be included of the pre-promotion of the FBUNC event and social media posts promoting FBUNC event in Naples using #PathtoNaples branding at all FBU events, media placement promoting the qualifying rounds such as social media, e-newsletters, digital advertising, website updates, and website banner ads on the FBU website and other football related websites. All marketing, promotion and advertising must include the CVB logo as provided by Collier County to FBU. 3. The Third Payment of Fifty-thousand dollars($50,000.00)for the FBU Top Gun Showcase each year shall be paid to FBU within 45 days from the conclusion of the Top Gun Showcase event and upon receipt of an FBU invoice and submittal of a Post Event Report. Evidence of the conclusion of that event may include video, social media posts, event announcer read scripts and local use of the CVB logo at the event site as agreed to. Submittal of a Post Event Report shall document the aggregate participant and spectator attendance at the Top Gun Showcase in Naples and the number of accommodation room nights and direct visitor spending generated in Collier County by event participants and spectators. This final invoice and Post Event Report and all documentation shall be submitted to the County within 30 days following the conclusion of Top Gun Showcase. 4. The Fourth Payment of One Hundred Twenty-five thousand dollars ($125,000) shall be paid to FBU each year for the FBU National Championships(FBUNC) upon conclusion of the qualifying rounds of the FBUNC and upon receipt and approval of the FBU invoice. Evidence of the conclusion of those qualifying round events may include video, social media posts, event announcer read scripts and local use of the CVB logo. 5. The Fifth and final payment of up to One Hundred Twenty-five thousand dollars ($125,000.00) shall be paid to FBU each year for the FBUNC within 45 days of the receipt and approval of a final invoice following the conclusion of each year's FBUNC event, and the backup information outlined below: a. Proof that the FBU National Championship games in Naples were broadcast and live streamed and a minimum of three (3) :30 CVB supplied commercials ran in the broadcast and/or live streaming of each of the age bracket Championship games;and proof that two (2) :30 CVB commercials ran in the national telecast of the All- American Bowl in San Antonio,TX as agreed to. b. Submittal of a Post Event Report that documents the aggregate participant and spectator attendance at the various FBUNC events [20-TDC-00185/1547902/1) 3 G:\SPORTS MARKETING\SPORTS MARKETING\FBU\2019 (CAC t6Fy in Naples including Regional Qualifiers, and the number of accommodation room nights and direct visitor spending generated in Collier County by FBUNC events participants and spectators. This Fifth and final invoice, Post Event Report and all documentation shall be submitted to the County within 30 days following the conclusion of the FBUNC in Naples and the All-American Bowl in San Antonio, TX, whichever date is later. 6. All invoices are payable in compliance with Florida's Prompt Payment Act. 7. Within 45 days from the County's receipt of the FBU final invoice, the Parties shall meet to discuss the next year's FBU National Championship and FBU Top Gun Showcase events and the results of any new football events brought to Colleir County by FBU during that year. At that time, the Parties will review the information provided by FBU as part of its invoice submissions and consider whether changes are needed to this Sponsorship Agreement for the following years' events. To be effective, any changes must be memorialized by an Amendment to the Agreement. The County Manager or his designee is authorized to extend this time frame on behalf of the County. 4. In addition to paying a Sponsorship Fee, Collier County shall assist FBU in its hosting of these two events, which will include some or all of the following on an as needed basis: i. Year-round promotion of the FBUNC and the Top Gun Showcase on the CVB's sports marketing website, Facebook, and Twitter platforms; ii. Assistance with hotel information including suggestions on hotel properties, events space or other requested information; iv. Assistance with local and regional press coverage; v. Assistance in gathering of discounts to local attractions and restaurants; vi. Administrative assistance with obtaining necessary permits; vii. Visitor information distribution about local attractions to FBUNC and Top Gun participants and families; and viii. Assistance with identifying classroom locations in other Collier County facilities including Collier County Public Schools or other similar venues for the classrooms during the Top Gun Showcase. Should classrooms become available at the Paradise Coast Sports Complex, the Top Gun Showcase may use these classrooms at no additional charge. LEGAL MATTERS 5. INDEMNIFICATION AND DUTY TO DEFEND: A. To the maximum extent permitted by Florida Law, FBU 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 [20-11DC-00185/1547902/1j 4 G:\SPORTS MARKETING\SPORTS MARKETING\FBU\2019 F' kC I\ l6F9 wrongful conduct of 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 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 FBU, 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 FBU. FBU's obligation to indemnify and defend the County will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against FBU or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 6. INSURANCE: FBU 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 $1,000,000. Collier County and its affiliates shall be named as an additional insured on all such policies of insurance and FBU shall provide proof of insurance at least 7 days prior to the start of the Top Gun Showcase and the FBUNC events or at Collier County's request. 7. NOTICES: All notices from the County to FBU shall be in writing and deemed duly served if mailed by registered or certified mail to FBU at the following address: Steve Quinn Football University, LLC 6031 Cypress Hollow Way Naples, FL 34109 All notices from Football University 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 Division 2660 N. Horseshoe Drive, Suite 105 Naples, Florida 34104 Jack.Wert@colliercountyfi.gov FBU and the County may change the above mailing addresses at any time upon giving the other party written notification pursuant to this Section. 9. NO PARTNERSHIP: FBU is an independent contractor. Nothing herein contained shall be construed as creating a partnership or joint venture of any kind between the County and FBU, its vendors or subcontractors,or to constitute FBU,or its vendors or subcontractors,as an agent or employee of the County. All revenue of any kind received by FBU related to hosting these events, are for the sole benefit of FBU, and County will not be entitled to share in any profit received by, or be liable to share in the cost incurred by FBU arising from these events. [20 TDC-00185/1547902/11 5 G:\SPORTS MARKETING\SPORTS MARKETING\FBU\2019 (CAO 16F9 9. 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. 10. TERM: This Agreement shall become effective on approval by the Board of Commissioners and remain in effect through December 31, 2025. There is no right to renew by either party. 11. TERMINATION FOR CONVENIENCE: This Agreement may be terminated by either Party by giving the other party written notice 6 months in advance of the termination date. After the conclusion of the final event, and the satisfaction of all obligations and payments arising from this final, the Parties will have no further obligations whatsoever with respect to this Agreement. 12. OPTION TO TERMINATE: Either party may terminate or cancel this Agreement on less than 6 months written notice without penalty.Upon the satisfaction of all obligations and payments arising from the prior event that was held, each Party will have no further obligation whatsoever to the other with respect to this Agreement. 13. GENERAL ACCOUNTING AND AVAILABILITY OF RECORDS: With respect to all matters covered in this Agreement, FBU 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. 14. 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 event 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, FBU will have the option to either terminate this Agreement or continue this Agreement without such funding. If following receipt of such notice FBU elects to terminate the Agreement, the County will reimburse FBU for all eligible and documented expenditures actually incurred up to the date written notice was received. 15. PROHIBITION OF ASSIGNMENT: This Agreement is personal to FBU. As such, FBU 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. 16. 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. 17. 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, which shall [20-TDC-00185/1547902/1] 6 G:\SPORTS MARKETING\SPORTS MARKETING\FBU\2019 16F9 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. 18. ENTIRE AGREEMENT: This Agreement sets out the entire agreement between Collier County and FBU with respect to the subject matter contained herein, the FBU National Championships and the Top Gun Showcase for years 2020 through 2025. It supersedes all prior agreements, proposals, arrangements and communications,whether written or oral, with respect to both events, including but not limited to the parties' agreements and agreements related to FBU National Championships and the Top Gun Showcase events, 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, FBU 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 COUNTY COMMISSIONERS CRYSTAL,I 17 T,,,�clerk COLLIER UNTY, FLO A By: .. C By: ' �' '., f1c Burt Saunders, Chairman Attest as�to ►'•: -.. • s- slam-hire only.,, ,:' r T J 4 .p c By: / , OOTBALL UNI SITY, LLC Steve Quinn, Presi t Approved as to form and legality: f olleen M. Greene Managing Assistant County Attorney Item# ‘` Agendeht+' Date Date S.fr2j) Rec'd Re e •- 41:501_ DePutY [20-TDC-00185/1547902/11 7 G:\SPORTS MARKETING\SPORTS MARKETING\FBU\2019