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Backup Documents 10/25/2022 Item #16F6 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 6 F 6 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 __S^un " t e3 ff ce 2. BCC Office — __ Commissioners 3. Minutes and Records Clerk of Court's Office 1--I---h 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 p I Phone Number Contact/ Department E-`(t\N� � f� �5`� L- •tz-f 5 7 D " Agenda Date Item was Agenda Item Number Approved by the BCC } F► Type of Document Number of Original Attached 5.? N 14 SI5) shill 11,181+ 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) NV N/A 2. Does the document need to be sent to another agency for additional signatures? If yes, 1 '0 N/A provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. N 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. 4. All handwritten strike-through and revisions have been initialed by the County Attorney's Y 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. 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 1/A is not the meeting have been incorporated in the attached document. The County �S 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 N/A is not BCC,all changes directed by the BCC have been made,and the document i r e S an option for -Chainfi-an's-sigtratclre. 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 � 6F6 10/25/2022 EXECUTIVE SUMMARY Recommendation to accept the Sponsorship Agreement between The Better Body Shop & Used Car Factory, Inc., and Para SFM,LLC,which involves the Sponsor's payment of the total sum of$116,000 in connection with the provision of those services and sponsorship elements stated in the attached Sponsorship Agreement. OBJECTIVE: Recommendation to accept a Sponsorship Agreement between The Better Body Shop and Used Car Factory, Inc., (the"Sponsor") and Para SFM, LLC,which involves the Sponsor's payment of the total sum of$116,000 in connection with the provision of those services and sponsorship elements stated in the attached Sponsorship Agreement. The Agreement commences on November 1,2022 and expires on October 31, 2023. CONSIDERATIONS: The County and Sports Facilities Management, LLC ("SFM") entered into a Facilities Management Agreement governing SFM's management of the Paradise Coast Sports Complex (the "Sports Complex") on November 12, 2021, which requires SFM to enter into and administer agreements involving booking commitments, advertising, concessions, and similar tasks associated with managing, promoting, and caring for the upkeep of the Sports Complex. Specifically, Article 9.2 of the Facilities Management Agreement, requires SFM to negotiate, execute and administers such contracts, subject to assigning all rights to the County upon expiration of the agreement or should the County retain a successor management company. The County Manager's Office reviews and signs off on sponsorship agreements, such as the attached, indicating its consent for SFM to go forward with the designated sponsor. Such business revenue derived from Sponsorship Agreements is processed as provided in Article 8.2 of the Facilities Management Agreement. Additionally, the Paradise Coast Sports Complex Operations Manual states on page 115 regarding sponsorship sales, that the "... Manager will negotiate all details with event/partner." Once the proposed terms are agreed upon,the following process follows: 1. The Sponsor signs the proposed agreement 2. The Agreement is sent to the County Manager's office 3. The County Reviews and signs the agreement if acceptable 4. SFM signs the proposed agreement 5. Staff initiates fulfillment Thus, obtaining such sponsorship is a general task delegated to SFM, with oversight and approval by the County's managing staff. Staff is presenting the proposed Sponsorship Agreement to inform the Board of the attached agreement negotiated between the Sponsor and SFM. The proposed Sponsorship Agreement, in part, requires the Sponsor to make payments totaling $116,000 involving such sponsorship elements as installing logo signs along the stadium field's sideline (e.g.,NaplesDealers.com,Naples Infiniti, Naples VW, Audi Naples, and Naples Acura), various branding elements involving the Cove at the Sports Complex, print and digital marketing advertising, Great Lawn Sponsorship displays/events and other such promotional elements. The attached Sponsorship Agreement commences on November 1, 2022 and expires on October 31, 2023. Under the Facilities Management Agreement the County agrees to pay to SFM a deferred incentive fee based on the net operating income of the facility in any given operating year once the facility net income is positive based upon the following split of Net Operating Income("NOI"): • For NOI between$0 - $1,000,000: 50%to SFM • For NOI between$1,000,001 - $2,000,000: 40%to SFM • For NOI greater than$2,000,000: 20%to SFM 16F6 10/25/2022 Net operating income equals all revenue, minus expenses. The County does not pay SFM until the Sports Complex is profitable. Sponsorship and secondary revenue are outlined in the Exhibit D-1 Operating Budget, FY 22-23 Estimated Revenue, of the Third Amendment to the Facilities Management Agreement. The revenue generated from sponsorship will follow the compensation as outlined; however,the Sports Complex is not expected to be profitable until FY 24, Year 2 of the proforma, which is contingent on all planned fields being completed at the venue. FISCAL IMPACT: Sponsorship and secondary revenue is outlined in Exhibit D-1 Operating Budget,FY 22-23 Estimated Revenue of the Third Amendment to the Facilities Management Agreement. The$116,000 revenue from this agreement will be deposited into the Paradise Coast Sports Complex operating account,Fund 759. Total direct cost associated with this sponsorship are estimated to be$5,196 but may be higher based on current inventories and additional resources needed. LEGAL CONSIDERATIONS: This item is approved as to form and legality, and requires majority vote for Board approval.-SRT GROWTH MANAGEMENT IMPACT: There is no Growth Management impact associated with this Executive Summary. RECOMMENDATION: Recommendation to accept the Sponsorship Agreement between The Better Body Shop & Used Car Factory, Inc. and Para SFM, LLC, which involves the Sponsor's payment of the total sum of$116,000 in connection with the provision of those services and sponsorship elements stated in the attached Sponsorship Agreement. Prepared by: Marissa Baker, Sports Complex Manager,Corporate Business Operations. ATTACHMENTS: Facilities Management Agreement; Complex Operating Manual; Sponsorship Agreement; Facilities Management 3rd Amendment; ATTACHMENT(S) 1.21-7898 Sports Facilities Management,LLC_Contract (PDF) 2.PCSC Operations Manual (PDF) 3.Facilities Management 3rd amendment (PDF) 4.PCSC - Sponsorship Agreement(PDF) 1 6 F 6 10/25/2022 COLLIER COUNTY Board of County Commissioners Item Number: 16.F.6 Doc ID: 23364 Item Summary: Recommendation to accept the Sponsorship Agreement between The Better Body Shop & Used Car Factory, Inc., and Para SFM, LLC, which involves the Sponsor's payment of the total sum of $116,000 in connection with the provision of those services and sponsorship elements stated in the attached Sponsorship Agreement. Meeting Date: 10/25/2022 Prepared by: Title:—Corporate Business Operations Name: Marissa Baker 10/03/2022 12:05 PM Submitted by: Title: Deputy County Manager—County Manager's Office Name: Dan Rodriguez 10/03/2022 12:05 PM Approved By: Review: Corporate Business Operations Jennifer Reynolds Additional Reviewer Completed 10/03/2022 1:08 PM Office of Management and Budget Debra Windsor Level 3 OMB Gatekeeper Review Completed 10/03/2022 1:11 PM Office of Management and Budget Susan Usher Additional Reviewer Completed 10/04/2022 7:12 AM County Attorney's Office Scott Teach Level 2 Attorney Review Completed 10/04/2022 9:42 AM County Attorney's Office Jeffrey A. Klatzkow Level 3 County Attorneys Office Review Completed 10/04/2022 2:31 PM Office of Management and Budget Christopher Johnson Additional Reviewer Completed 10/04/2022 5:13 PM County Manager's Office Dan Rodriguez Additional Reviewer Completed 10/05/2022 8:08 AM County Manager's Office Geoffrey Willig Level 4 County Manager Review Completed 10/19/2022 3:31 PM Board of County Commissioners Geoffrey Willig Meeting Pending 10/25/2022 9:00 AM 16F6 SPONSORSIIIP AGREEMENT . • 1. This establishes that The Better dy shoo &Us d Car factor A11 Rd South Naples FL 343Ad (hereinafter referred to as"Sponsor")enters into agreement with Para 4FM,etc of 3940 City Gate Blvd.N.Navies, . FL 34117 (hereinafter referred to as "Facility") for the services and sponsorship elements set forth in this Sponsorship Agreement(hereinafter referred to as"Agreement"). 2, Preapprovah in the event that Sponsor requests services which exceed or fait outside the scope of services Identified below,such services will be estimated for pre-approval prior to Facility beginning any work that could result in an additional cast for Sponsor. 3. Miscellaneous:This Agreement is the complete and exclusive statement of the entire agreement of the parties and supersedes all prior discussions and representations,whether written or oral.This Agreement may only be modified by a further written agreement signed by both parties. 4. Term and Termination Under Certain Circumstances:This Agreement shall commence on November t.e, 2022 and shall expire on October 31't,2023(the"Term"). Notwithstanding anything to the contrary herein: a. if Facility breaches or violates any of the provisions of this Agreement,and such breach or violation continues for a period of thirty(30)days after Sponsor shall have given Facility written notice specifying the nature of the breach or violation in reasonable detail,Sponsor may,If Facility has not cured such breach or violation at its option upon notice to Facility,terminate Facility's engagement effective on the date of that notice.Notice must be provided to Facility per the terms of numerical paragraph 9 herein. in the event that Sponsor shall terminate this Agreement,Sponsor shall be responsible for any outstanding sums due and owing to Facility under this Agreement.These outstanding sums shall be paid within forty- five (45) days of the date of notice of termination to Facility. if this Agreement has not been earlier terminated, then this Agreement shall terminate at midnight upon October 31°, 2023 as specified in Exhibit A attached hereto. b. In the unlikely event Sponsor's brand or business negatively impacts Facility's business,and the impact continues for a period of thirty(30)days after Facility shall have given Sponsor written notice specifying the nature of the breech or violation in reasonable detail,Facility may,if Sponsor has not cured such breach or violation at its option upon notice to Sponsor,terminate Sponsor's engagement effective of the date of that notice. c, in the event Facility provides Sponsor written notice of its objection for reasons otherthan for negative impact as addressed in paragraph 4b.,the Parties will seek to resolve such objections for thirty(30)days., if no resolution is reached and objection continues after such thirty(30)days,the Parties may terminate the engagement effective on the date either Party provides notice to the other. 5. Relationship of Parties: Each party shall be an independent business owner and shall have control over their respective business operations, subject to the terms And conditions set forth in this Agreement, Nothing contained In this Agreement shalt create a franchise, partnership, agency, joint venture, employment,or any other similar relationship between Sponsor and Facility. 16F6 6. Non-Disclosure and Non-Competition: tt is understood and agreed that during the Course of the relationship, Facility and Sponsor may share certain business models, intellectual property, business strateglesr or other proprietary Information(hereinafter referred to as"Confidential information").Facility and Sponsor each have various business models and strategies, operational systems, management systems, program curriculum, marketing systems, and other programs/models that ate classified as Confidential Information.Facility,Facility's representatives,Sponsor,and Sponsor's representatives agree to hold each party's Confidential information In confidence and not disclose such Confidential Information or use such Confidential information in competition with the other party hereto without the expressed written consent of the other party hereto. 7. Assignment:Neither this Agreement nor any right hereunder may be assigned by Sponsor,in whole or In part,without the expressed prior written consent of Facility. B. Construction: The parties hereto acknowledge and agree that, (I) each party has participated in the drafting of this Agreement;(ii) each party has had the opportunity to have this document reviewed by their respective legal counsel;(ill)the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be applied to the interpretation of this Agreement;and(iv) no Inference in favor of,or against,any party shall be drawn from the fact that one party has drafted any portion hereof. 9. Binding Nature of Agreement:This Agreement shah be binding upon and Inure to the benefitof the parties hereto and the successors and permitted assignments of the respective parties hereto. 10.Notices:Unless otherwise specifically stated herein,ell notices,payments,requests,demands,and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given,made,and received when delivered against receipt or seventy-two(72)hours after being sent by registered or certified mail,postage prepaid,addressed as set forth below: To Facility:3940 City Gate Blvd,N,Naples,FL 34117 To Sponsor.601 Airport Rd.South, Naples FL 34104 Address Address 11.Entire Agreement This Agreement(together with any exhibits or schedules to this Agreement)contains the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes ail prior agreements or understandings, expressed or implied, written or oral, between the parties hereto with respect to the subject matter hereof,This Agreement may not be modified or amended except by a written instrument signed by the parties hereto. 12.Provisions Severable:The provisions of this Agreement are Independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that,for any reason,any other or others of them may be Invalid or unenforceable in whole or in part.Furthermore,if a court of competent jurisdiction determines that any provision of this Agreement Is invalid Of unenforceable as written,the court may interpret,construe,rewrite,or revise such provision to the fullest extent allowed by law,so as to make It valid and enforceable,consistent with the Intent of the parties hereto. 13.Headings:The headings contained in this Agreement are for convenience only and shall not affect the meaning or Interpretation of this Agreement. 1 6 F 6 14.Counterparts:This Agreement may be executed by facsimile and in any number of counterparts,each of which shall be deemed an original as against arty party whose signature appears thereon,and all of which shall together constitute one and the same instrument.This Agreement shall become binding when one or more counterparts hereof, Individually or taken together,bears the signatures of ail of the parties reflected hereon as the signatories.Any photocopy of this Agreement,with all signatures reproduced on one or more sets of signature pages, shall be considered for ail purposes as if it were an executed counterpart of this Agreement. 15.Slgnage&Promotions: Facility and Sponsor must approve all advertising prior to placement within the Facility.Sponsor Will provide all signage,artwork designs,and media to Facility.Facility reserves the right to change the placement of any signage or media if needed.Reasonable notice will be provided to Sponsor. Facility will install and maintain all agreed upon signage and media placement.Sponsor is responsible for cost of any sign or banner replacement due to any circumstances that are beyond Facility's control. 16.Termination Linder Certain Circumstances:Notwithstanding anything to the contrary herein: a. if Facility breeches or violates any of the provisions of this Agreement,and such breach or violation continues for a period of thirty(30)days after Sponsor shall have given facility written notice specifying the nature of the breach or violation in reasonable detail,Sponsor may,If Facility has not cured such breach or violation at its option upon notice to Facility,terminate Facility's engagement effective on the date of that notice. Notice must be provided to the facility per numerical paragraph 9 herein. In the event that Sponsor shall terminate this Agreement, Sponsor shall be responsible for any outstanding sums due and owing to Facility under this Agreement,These outstanding sums shall be paid within forty-five(45)days of the date of notice of termination to Facility. if this Agreement has not been earlier terminated,then this Agreement shall terminate at midnight upon October 31 t,2023,as specified in Exhibit A attached. b. In the unlikely event Sponsor's brand or business negatively impacts Facility's business,and the Impact continues for a period of thirty(30)days after Facility shall have given Sponsor written notice specifying the nature of the breach or violation In reasonable detail,Facility may,if Sponsor has not cured such breach or violation at its option upon notice to Sponsor,terminate Sponsor's engagement effective on the date of that notice, 17.Bask Safeguarding of Sponsor Information Systems:Sponsor shall apply basic safeguarding requirements and procedures to protect Sponsor's information systems whenever the information systems store,process or transmit any information,not Intended for public release,which is provided by or generated for Facility. This requirement does not include information provided by Facility to the public or simple transactional Information,such as that is necessary to process payments.These requirements and procedures shalt include, at a minimum,the security control requirements"reflective of actions as a prudent business would employ" which are outlined in the Federal Acquisition Regulations FAR 52,204-2t(b)and codified in the Code of Federal Regulations at 48 C.P.R. § 52.204-21(b) (2016). Sponsor shall include the substance of this clause in subcontracts under this Agreement(Including subcantracs for the acquisition of commercial items other than commercially available off-the-shelf Items)in which the subcontractor may have Facility contract information residing in or transiting through its Information system. 18.Compensation: in exchange for performance described In Exhibit A, Sponsor shall pay Facility compensation per the following terms. i 6 F 6 Fatal Package • . $_l16,UOU4w . -See Exhibit A for details Payments See Exhibit A Note:A 2%credit cord processing fre will be charged for any payment made by credit card. *Plus production,tax,shipping for banners end signs Signatures indicating agreement with the terms outlined above: SPONSOR The Better Body Shop&Used Car rectory,Inc. BY L�! �-7 / Managing Partner 10.17.2022 Sponsor Representative Title Date FACILITY Pare SFM,LL dise Coast Sports Complex BY ` C �, - Gdo ( Ld3/2x— As ant for Facility Title Date FACILITY Para SFM,LLC,Paradise Coast Sports Complex f,�,� f BY ��� ,� t 1 i I Asent'fr, Facility 'title bat (agt llef C Rehr � ,� /r r�+��� BY As agent for Co, tiara ttle Date primary S nsor Contacts Brian Masson 239-687-2520 bm„ ssgaVatOinap1N5.orn • Exhibit A:Sponsorship Agreement Scope of Services--The Better Body Shop&Used Car Factory,Inc.Exclusive Automotive Partner of Paradise Coast Sports Complex, Sponsor and Facility agree to the following services and sponsorship eiements per the terms set forth In the attached Agreement.Term shall be 11/1/22--10/31/23. Complex and Champions Stadium Branding:$20,000 • (5)logo signs along champion stadium field's eastern sideline;Naplesi?ealers,com,Naples Infiniti, Naples VW,Audi Naples,Naples Acura • Videoboard;rotating(:30)commercials&static ads during all events in the stadium and great lawn • Opportunity to display(4)vehicles 365 days during term of agreement in approved complex areas • Vendor area to promotions and activation during all events Staff Uniform Branding:$8,200 • Naples Dealers logo and tag line on all staff event shirts Event Tent Brandingt$6,700 • NaplesDealers.com plus(2)logos on each of(8)event tents The Cove Branding:$25,000 • (2)Goo Logo projections,main path to bar and middle of turf area • Rotating static ad on bar monitor • NapiesOOeaters.com brand on 2,1Ci0loyalty membership cups • NapiesDealers.com brand on 1,250 cases of 20oz.waters Snap Frame Branding:$5,000 • 22°x 28"full color signs mounted at a South Gate o The Market o Satellite restrooms at The Factory o West Corridor in stadium Marketing Branding:$16,700 • Print Advertising—NaplesDealers.com(Logos can be substituted)included in all print ads as"Official Automotive Partner" • Digital NaplesDealers.com included in ell digital communications as"Official Automotive Partner" • Printed Collateral—NapiesDealers.com and(4)brand logos Included in rack cards and tri-fold brochures as"Official Automotive Partner" • Email—NaplesDealers.com and(4)logos included as"Official Automotive Partner'in monthly newsletters,Naples Dealers may provide content for email distribution 1X per quarter • Social Media—(2)FB,iG,Twitter posts per month with Naples Dealers provided content,Inclusion In quarterly partner thank you posts • Website—728 x 90 rotating banner ad;Naples Dealers may provide creative 1X per month max • Partner Page-Exclusive NapiesDeaters,com partner page on PlayParadiseCoast.com • Included in press releases announcing partnership 16, Great Lawn Event Sponsorships:$2Z600 • Tailgate at Paradise Coast-Presenting(11/1/22—1/31/23) o NaplesDealers.com brands prominently displayed under video board during all Nfl.3r NCAA games aired at The Great Lawn o All brands on complex promotional signage o (4)vehicles displayed under video board o Exclusive inclusion In radio advertising o Top Tier inclusion in print,social,email advertising s Fall Pest/Trunk or Treat--Presenting(10/29/23) o NapiesDealers.com brands prominently displayed on video board o All brands on complex promotional signage o (4)vehicles displayed under video board o Exclusive inclusion in radio advertising o Tap Tier Inclusion In print,social,email advertising • FIFA World Cup Watch Party—Partner(11/21--12/18/22) o NaplesDealers.com brands prominently displayed under video board during all matches aired at The Great Lawn o All brands on complex promotional signage o (4)vehicles displayed under video board o Inclusion in radio advertising,social,email advertising • Super Bowl Watch Party Partner(2/12/23) o NaplesDealers,com brands prominently displayed under video board o All brands on complex promotional signage o (4)vehicles displayed under video hoard o Inclusion In radio advertising,social,email advertising • SWFI.Shootout Fantest—Partner(2/25/22) o Naplesoealers,com brands rotating on video board o All brands on complex promotional signage • o (4)vehicles displayed under video board o inclusion in social,email advertising A Easter Eggstravaganza—Presenting(4/9/23) o NaplesDealers.com brands prominently on video board o All brands on complex promotional signage o (4)vehicles displayed under video board o Exclusive inclusion In radio advertising o inclusion in social,email advertising 16F6 Stadium/Great Lawn Event Sponsorship:$22,800 0 Snow Fest at Paradise Coast—Presenting(12/3/22) o Presenting logos on both sides of video board a All brands on complex promotional signage o (4)vehicles displayed under video board o Exclusive inclusion in radio advertising o Top Tier inclusion In print,social,email advertising 'Pradiredont First round for ail signoge,banners,etc will be covered within this sponsorship.Additional production due to creative changes,sun,or weather damage will be the responsibility of the sponsor. Payment Terms: To be invoked monthly and due upon receipt.Credit/Cash/Check occeptabte.2%fee will apply to payments of$5,040 or more. Signatures Indicating agreement with the sponsorship elements and services outlined above: C l Managing Partner 10.17.2022 Sponsor Representative Title gate t-Aibicaik Amitglew lz FacUitY Representative Title i�i e �'