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Backup Documents 12/12/2017 Item #16F6 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP F 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. -- sRisk Management 126-bg er-er 0Yl za-tr e.� �l 2. Colleen nreene County Attorney's Office CM b, .S •I� 3. BCC Chairman Board of County Commissioners b /5 V/ 4. Minutes and Records Clerk of Courts Office 2-(C51( g Z; g - 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 aprove the item. Name of Primary Staff Kelly Green Phone Number 252-2384 Contact Agenda Date Item was 12/12/17 Agenda Item Number 16F6 Approved by the BCC Type of Document Agreement Number of Original 1 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 KG 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_12/12/17 (enter date)and all '4 changes made during the meeting have been incorporated in the attached document. l` The County Attorney's Office has reviewed the changes,if applicable. LCEIVED JAN 12 Z018 Risk Management I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05 1 6 F 6 MEMORANDUM Date: February 5, 2018 To: Kelly Green, Tourist Development Tax Coordinator Tourism Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Agreement w/Samantha Brown Media Attached please find an original copy of the agreement referenced above, (Item #16F6) approved by the Board of County Commissioners on Tuesday, December 12, 2017. 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 6 F 6 8 Samantha brown media Agreement made.2 lay of 4' Ci"-C>i":0-----, 2017 between SAMANTHA BROWN MEDIA INC.with principal address at 285 5th Avenue, Suite 428, Brooklyn, NY 11215 USA (hereinafter referred to as "PRODUCER") furnishing the services of SAMANTHA BROWN (hereinafter referred to as "Samantha Brown" or "ARTIST") in connection with SAMANTHA BROWN'S PLACES TO LOVE (hereinafter referred to as "SHOW") and COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS, CIO NAPLES, MARCO ISLAND, EVERGLADES CONVENTION & VISITORS BUREAU with principal address at 2660 Horseshoe Drive N.#105, Naples, FL 34104(hereinafter referred to as"PURCHASER"). RECITALS: The PRODUCER has selected FLORIDA'S PARADISE COAST(DESTINATION)to be featured in SHOW, the filming of which is estimated to begin in April or May,2018. PRODUCER's show will be edited by PRODUCER to an approximate 26 minute episode and distributed nationally in USA by public television with expected air date to be Q1, 2019. SHOW will be actively marketed internationally through distribution agreements. PRODUCER hereby offers to PURCHASER the marketing services described herein for the consideration described hereafter, subject to the terms and conditions herein. It is mutually agreed between the parties as follows: SERVICES: PURCHASER hereby purchases the marketing services as follows: 1. An edited "sizzle" video of 30 seconds. PURCHASER may use this material for marketing purposes on their own digital platforms but NOT any external commercial or advertising activities (including print/television/radio/digital advertising campaigns). 2. Website Content via www.samantha-brown.com.Website will feature dedicated SHOW web-page about DESTINATION and will link to all activities featured in SHOW at DESTINATION. a. PURCHASER will have option to place ad on page related to DESTINATION b. PURCHASER will have option to provide additional content related to DESTINATION c. PURCHASER hereby represents and warrants that any information it provides pursuant to this subparagraph 3b.shall not be violative of any intellectual property rights of third parties. d. PRODUCER retains complete approval authority over the content of any ad or additional content provided by PURCHASER. e. PRODUCER shall use commercially available best efforts to publish on the aforesaid website PURCHASER's ad and additional content for at least one(1) year from the date of the airing of SHOW. 'RI [BbSQ/1381474/1] SBM/FPC 11212017 16F6 3. Social Media engagement and promotion (i.e. Facebook,Twitter, Instagram) a. PRODUCER will create social media posts about SHOW at DESTINATION on PRODUCER's social media properties b. PRODUCER will"tag" any content related to DESTINATION with PURCHASER's provided hashtags or links 4. During the week the SHOW about DESTINATION airs, PRODUCER will create and publish newsletter content about DESTINATION to ARTIST's e-Newsletter audience. a. PRODUCER retains complete approval authority over the content of any newsletter content. 5. PRODUCER will provide PURCHASER with final edited copy of SHOW for PURCHASER's own internal purposes (NOT for re-broadcast or any other public uses) PAYMENTS: PURCHASER shall pay PRODUCER for the aforementioned marketing services, the following: 1. COMPENSATION: PURCHASER agrees to compensate PRODUCER for the marketing services set forth above the amount of$49,750.00 USD which shall be paid directly to PRODUCER. a. Payment Terms: Upon receipt of proper invoice and incompliance with Chapter 218, Fla. Stats., otherwise known as the"Local Government Prompt Payment Act." b. Initial payment in the amount of US $25,000 due after delivery of pre-scout planning documentation to PURCHASER and upon receipt of proper invoice. c. Final payment in the amount of US $24,750 due after scouting visit and delivery of scout report/filming plan to PURCHASER and upon receipt of proper invoice. 2. TRAVEL SUPPORT: PURCHASER shall pay PRODUCER'S cost of travel support consisting of the following: a. 7 rooms for up to 5 nights at first class hotel nearby to DESTINATION. Hotel will be approved by PRODUCER. b. One hotel room for PRODUCER for up to 4 nights for pre-production purposes. 3. LOCAL SUPPORT SERVICES: PURCHASER shall pay PRODUCER local support services as follows: a. Filming Permit or location fees at DESTINATION (if required). Travel and local support services are not included in the total compensation amount of$49,750. PP P CANCELLATION. Both parties agree that if either party cancels before January 1, 2018(for any reason), any monies paid to PRODUCER will be returned to PURCHASER and there will be no further obligations to either party. PRODUCER'S recovery against the PURCHASER shall be limited to the portion of services rendered or cost made. The PRODUCER shall not be entitled to any other or further recovery against PURCHASER, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. [1P7 �0§�1�6/1381474/1] SBM/FPC 11212017C.), 1 6 F6 Either party may cancel this Agreement for any reason with thirty days written notice to the other. INSURANCE. PRODUCER agrees to provide the following to PURCHASER: Commercial General Liability: $1,000,000 Per Occurrence. Workers Compensation: Insurance covering all employees meeting Statutory Limits in compliance with the applicable state federal laws. Special Requirements: Collier County Government shall be listed as a Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. GENERAL TERMS AND CONDITIONS: 1. In the event PURCHASER fails or refuses to provide any of the items as herein stated, or fails or refuses to make any of the payments as provided herein or to proceed with the ENGAGEMENT, PRODUCER shall have no obligation to perform this agreement and shall retain any amounts theretofore paid to PRODUCER and PURCHASER shall remain liable to PRODUCER for the full balance of the contract price herein set forth. 2. PRODUCER'S obligations hereunder are subject to detention or prevention by sickness, inability to perform, accident, means of transportation, Acts of God, riots, strikes, labor difficulties, epidemics, any act of any public authority or any other cause, similar or dissimilar, beyond PRODUCER'S control (collectively "Force Majeure"). In the event of illness, disability or death of key crew member (or of any of immediate family members), strike, law, Act of God, governmental regulation or other Force Majeure occurrence, and PRODUCER is unable or is prevented from filming,or complete filming of,the SHOW, PURCHASER agrees to a commercially reasonable extension of time for PRODUCER to reschedule the filming of the SHOW after the Force Majeure occurrence has been eliminated, resolved or accommodated, as the case may be. Nothing herein shall be interpreted as extending the time for performance of PURCHASER's obligations hereunder, inclusive of payment obligations. 3. PURCHASER shall not itself, nor shall it permit or authorize others (including, without limitation, PURCHASER employees, representatives or contractors) to record, broadcast, televise, film, webcast, or otherwise the filming of the SHOW (or any part thereof)and/or PRODUCER'S personnel at any time during the ENGAGEMENT. 4. PURCHASER shall not commit PRODUCER or ARTIST to any interviews, promotional appearances, meet& greets, or otherwise without PRODUCER'S prior, written consent, which shall be given or withheld in PRODUCER'S sole discretion. 5. ARTIST'S and/or PRODUCER'S name, voice, logo and/or likeness may not be used as an endorsement of any product or service in connection with any commercial tie-up without PRODUCER'S prior written consent. 6. PRODUCER shall have the exclusive control over the means and methods employed in fulfilling PRODUCER'S obligations hereunder, in all respects and in all details. This agreement shall not, in any way, be construed so as to create a partnership, sponsorship or underwriting by PURCHASER of SHOW, or any other kind of joint undertaking or venture between the parties hereto. 7. INDEMNIFICATION. To the maximum extent permitted by Florida law, the PRODUCER shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the PRODUCER or anyone employed or utilized by the PRODUCER 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 r 1i7 p 191&/issia7a/il SBM/FPC 11212017 �C 1 6 F6 incident arising from the sole negligence of Collier County. The foregoing indemnification shall not constitute a waiver of sovereign immunity beyond the limits set forth in section 768.28, Florida Statutes. 8. This (and any attachments hereto)constitutes the sole, complete and binding agreement between the parties hereto, and may not be amended, supplemented, altered or discharged except by instrument in writing signed by the parties. If any part of this Agreement is determined to be void, invalid or unenforceable, such invalid or void portion shall be deemed to be separate and severable from the other portions of this Agreement, and the other portions shall be given full force and effect, as though the void and invalid portions or provisions were never a part of this Agreement. This Agreement is not binding upon PRODUCER until executed and delivered by PRODUCER or his designee to PURCHASER.The validity, construction and effect of the agreement shall be governed by the Laws of the state of Florida, regardless of the place of the ENGAGEMENT. Venue shall be in Collier County, Florida. 9. The parties hereto covenant and represent that they have full authority to enter into this agreement, that the person signing this agreement has full and complete authority by their respective party to enter into this agreement and that no other rights or obligations of the parties prohibit them from entering into and fulfilling their obligations under this agreement. 10. PRODUCER will retain editorial control of all content of the broadcast programming and any other content created about DESTINATION by PRODUCER. All content created will be solely owned by PRODUCER (with the exception of b-roll that will be provided to PURCHASER). 11. This Agreement is subject to appropriation by the Collier County Board of County Commissioners. IN WITNESS W EO the parties . = o have hereunto set their names and seals on the day and year first above wri n. • B : , / B : I� Andy :lis, Chairman Sam. tha Bro Media Inc. Collier County Board of County Commissioners Kevi O'Lek3r President Approved as to Form and Legality: 1001# ,, sistant County,Attorney /j•� i .• . (t/r Item# I QR* Attest as t;hai an's 1 signature only. Agenda ,, Date Date (9.6„IS Recd Iii Depu co [113 b44 /1381474/1] SBM/FPC 11212017 ACCPRO® A M/ /YY6 `� CERTIFICATE OF LIABILITY INSURANCE1/24/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Jessica Martinez Integro USA Inc. PHONE FAX 1 State Street Plaza, 9th Fl INC.No.Ext:212-702-3300 (A/C,No):212-702-3333 New York NY 10004 ADDRESS: JE-Messica.martinet@integrogroup.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Hiscox Insurance Company 10200 INSURED SAMABRO-01 INSURER B• Samantha Brown Media Inc. 285 5th Ave, Suite 428 INSURER C: Brooklyn NY 11215 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1717387374 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY NUMBER (MM/DD/YYYY) IMM/DD//YYYY) LIMITS POLICY EFF POLICY EXP LTR INSD WVD A X COMMERCIAL GENERAL LIABILITY Y USUEN 273050117 3/27/2017 3/27/2018 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $1,000,000 MED EXP(Any one person) $10,000 — PERSONAL&ADV INJURY $1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 X POLICY PRO- JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ A AUTOMOBILE LIABILITY USUEN 273050117 3/27/2017 3/27/2018 COMBINED SINGLE LIMIT $ (Ea accident) 1.000.0000 ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS y HIRED X W NON-ONED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) $ A X UMBRELLA LIAB X OCCUR USUEN 273050217 3/27/2017 3/27/2018 EACH OCCURRENCE $1,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $1,000,000 DED RETENTION$ $ A WORKERS COMPENSATION HSW272804417 3/27/2017 3/27/2018 X STATUTE OTH- ER AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 A Misc.Equipment-Rented USUEN 273050117 3/27/2017 3/27/2018 Limit$1,100,000 Deductible$2,500 Third Party Property Damage Limit$1,000,000 Deductible$2,500 Auto Physical Damage Limit$1,000,000 Ded.$2,500/$7,500 DESCRIPTION OF OPERATIONS I LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) As respects Studio/Location Rental,the Certificate Holder is an Additional Insured if required by written contract,on the General Liability policy for claims arising out of the negligence of the Named Insured and as Loss Payee as their interest may appear subject to the Named Insured's legal liability and the terms and conditions of the rental agreement. Collier County Government is included as additional insured under the General Liability Policy. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Government 3299 Tamiami Trail East, Suite 303 AUTHORIZED REPRESENTATIVE Naples FL 34112 ` '�},, -d � Mtn I u ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD