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Backup Documents 07/12/2022 Item #16F 1 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 1 6 F 1 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 C/761M 7/2O/ 2_ 2. BCC Office Board of County Commissioners 01 yfi l"/ 7/ar/Z 2 3. Minutes and Records Clerk of Court's Office ( r/J�� I �' �f,�--- 7/2../ 12 �arr) 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 Phone Number Contact/ Department ' c.- \k\; dL L E i f 6.708 Agenda Date Item was Agenda Item Number / Approved by the BCC I ) \a, J-0�.`g, 1(,, F, i Type of Document Number of Original Attached \f y 4 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) 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. PO 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 , by the Office of the County Attorney. (k>-S 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 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 signature and initials are required. '1 7. In most cases(some contracts are an exception),the original document and this routing slip 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 N/A is not the meeting have been incorporated in the attached document. The County 64 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 N/A is not BCC,all changes directed by the BCC have been made,and the document is ready for the fir an option for Chairman's signature. VVVVu�����___���1( this 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 16F1 MEMORANDUM Date: August 1, 2022 To: Jennifer Leslie- Operations Coordinator From: Mende Ragan Minutes & Records Department Re: Item #16F1 Agreement Please find the attached Item #16F1 for the Agreement between CC and UWP LLC Pro Watercross Championship The Minutes and Record's Department has kept the original of the agreement as part of the Board's Official Record. If you have any questions, please feel free to call me at 252-8411. Thank you. Attachment 16F1 Melinda S. Ragan From: Melinda S. Ragan Sent: Thursday, July 21, 2022 10:12 AM To: JenniferLeslie Subject: Item #16F1 Agreement between CC and UWP LLC Pro Watercross Championship Attachments: Backup Documents 07_12_2022 Item #16F1.pdf Good Morning, Please find the attached document for your record. Thank You! Mende Ragan • BMR&VAB Deputy Clerk wtir coURT Office: 239-252-8411 ` 1(c Fax: 239-252-8408 4. Ac Melinda.Ragan@CollierClerk.com Office of the Clerk of the Circuit Court &Comptroller of Collier County 3299 Tamiami Trail E, Suite#401 •couriri,c' Naples, FL 34112 1 16 F t- SPONSORSHIP AGREEMENT BETWEEN COLLIER COUNTY AND UWP, LLC PRO WATERCROSS CHAMPIONSHIP THIS AGREEMENT is made and entered into this IZ{A day of --di,/ , 2022, by and between Collier County, a political subdivision of the State of Florida (`County") 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 ("Watercross") has applied to the Collier County Tourist Development Council ("TDC") for Sponsorship funding to be used to host the UWP, LLC Pro Watercross Championship at Collier County's Sugden Regional Park; 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 2022 Pro Watercross Championship, to take place at Collier County's Sugden Regional Park in the Fall of 2022. As part of this event, Watercross, 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: adhering to County mandated protocols related to public gatherings, providing and paying for the necessary insurance, parking, police, EMS, security, restroom facilities, waste removal, portable generators, showers and other event operation expenses. 1 CAC 16F1 Watercross will also obtain all required liquor licenses to allow alcohol beverage sales at the event. ii. Watercross shall identify and provide dates for the event to the Tourism Department within 30 days from execution of this Agreement. The Lease Agreement shall specify dates for the event which shall be provided to the Tourism Division upon execution of the Lease. iii. Negotiate and schedule the airing of two (2), thirty second (:30) spots for the sole benefit of the Collier County Convention& Visitors Bureau (CVB) within the(1)one-hour telecast show of the Pro Watercross Championships on CBS Sports Network(or a network of comparable reach or greater). iv. Negotiate and schedule the airing of one (1) thirty second (:30) spots for the sole benefit of the Collier County Convention & Visitors Bureau (CVB) per hour within the daily live streaming of the events throughout the event weekend. v. Negotiate opening and closing mentions of the breadth and depth of the destination and telecast within the Pro Watercross Championships broadcast. Collier County Convention & Visitors Bureau (CVB) to provide copy and b-roll for these mentions. vi. 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/or 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. vii Include Collier County Convention & Visitors Bureau (CVB) logo on "billboards" throughout the live streaming and CBS Sports Network television broadcast. viii Include Collier County Convention&Visitors Bureau(CVB)logo in digital media including e- news release and e-blasts in support of the Naples event. ix Provide placement of Collier County Convention & Visitors Bureau (CVB) logo in event signage throughout the Pro Watercross tour season schedule and at the World Championship event upon the following: a. Front banner on main stage throughout the tour and at the World Championship. b. Start/Flag tower for the World Championship event. c. Six(6)course side banners throughout the Pro Watercross tour and at the World Championship event. x Provide placement of Collier County Convention & Visitors Bureau (CVB) logo on each Pro Watercross World Championship website page with link to its website (www.paradisecoast.com. 2 CM-) r 1 6 F 1 3. Collier County agrees as follows: A. In consideration of the above, County will pay Watercross an annual Sponsorship Fee in the sum of Ninety Thousand Dollars ($90,000.00) for the 2022 Pro Watercross Championship. Upon the completion of the 2022 sponsorship, no further funding is promised for subsequent years or events. 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. Payments shall be made in Two installments as follows: i. Payment in the amount of$50,000 shall be paid to Watercross within 45 days of the County's receipt of an invoice following the mutual execution of this Sponsorship Agreement. Watercross must provide written notice, accompanied by the 2022 tour schedule, that Watercross has commenced the racing circuit season for the 2022 event 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 promotion for the event such as social media placement, e-newsletters, digital advertising, Pro Watercross website updates and on Personal Watercraft related websites utilizing website banner ads. All marketing, promotion and activations at race sites prior to the Naples Championship event,and all advertising must include the CVB logo as provided by Collier County to Watercross. ii. The Second Payment in the amount of$40,000 shall be paid to Watercross upon receipt of a final invoice following the Watercross event. The County may deduct from this final payment any outstanding fees owed to Collier County in connection with this event. The final invoice shall include the following documentation: a. Proof that the UWP, LLC Pro Watercross Championship was broadcasted on CBS Sports Network as agreed and the two (2) CVB commercials were a part of that broadcast. b. Proof that the UWP, LLC Pro Watercross Championship was live streamed and the one (1), 30-second CVB commercial per hour of live streaming throughout the event weekend were a part of the live streaming. c. Documentation of the UWP, LLC Pro Watercross Championship in Naples indicating the event attendance, overnight accommodations stays and direct visitor spending in Collier County 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 year's UWP, 3 CAC 16F1 LLC Pro Watercross Championships. All invoices are payable in compliance with Florida's Prompt Payment Act. B. In addition to paying a Sponsorship Fee, Collier County shall assist Watercross in their hosting of the event, which will consist of the following: i. Promotion of the event on the Collier County Convention and Visitors Bureau sports marketing website and Facebook channels with a minimum of two (2) Facebook posts on Naples, Marco Island, Everglades social account promoting the World Championship event in Naples, FL per month beginning upon the execution of this agreement. 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' 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 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. 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 upon Collier County's request. 4 16F1 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 aAprowatercross.com 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: Paul Beirnes, Tourism Director Collier County Tourism Department 2660 N. IIorseshoe Drive Suite 105 Naples, Florida 34104 Paul.Beimes@col liercountyfl.gov Watercross and the County may change the above mailing addresses 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. 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 2022. The term of sponsorship shall be for One (1) year. 10. TERMINATION FOR CONVENIENCE: This Agreement may be terminated by either party by giving the other party written notice between 3 months in advance of the termination date. Following the provision of such notice, the parties will continue to abide with all terms and conditions of this Agreement through the next Watercross event, 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 event, the parties will have no further obligations whatsoever with respect to this Agreement. 5 c F1 1 1. OPTION TO TERMINATE: Either party may terminate or cancel this Agreement with three (3) months written notice with no penalty to either party. Following satisfaction of all obligations and payments arising from the prior tournament 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 Sponsorship 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 neither Watercross nor the County will 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 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 6 AO 16F1 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,f rst above written. - ATTEST:` BOARD OF CO MISSIONERS .4- CRYSTAL KJ1 ZEL, Clerk COI..,I,IER 0 Y, FLOR • • By: ,� Si, i ;/ . y: • c A:ta's .as to Chal ti i�, illiam L, McDaniel, Jr., Cl airman tivetitagyi .: UWC Fir r Digitally signed By: Wnr,ii SS.by AJ Handler I pic-it cr Date: 21022.05.20 1254:10 04'00' 7--Approve to form and legality: olleen M. Greene Managing Assistant County Attorney 7