Backup Documents 02/12/2019 Item #16F 2 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 16 F 2
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. 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.
2.
3. County Attorney Office County Attorney Office CMG 2-27-19
4. BCC Office Board of County
CommissionersS /S./ \-Z...\\\\
5. Minutes and Records Clerk of Court's Office
- ,a1,011 l
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 Kelly Green/Tourism 239-252-2384'
Contact/ Department
Agenda Date Item was February 12,2019 l Agenda Item Number 16F2
Approved by the BCC ��
Type of Document Sponsorship Agreement between Collier Number of Original One
Attached County and Spirit Promotions for the 2019- Documents Attached
2021 US Open Pickleball Championships
PO number or account N/A
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 ) CMG
2. Does the document need to be sent to another agency for additional signatures? If yes, CMG
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 CMG
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 CMG
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 CMG
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 CMG
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip CMG
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 February 12,2019 and all changes made CMG
during the meeting have been incorporated in the attached document. The County
Attorney's Office has reviewed the changes, if applicable.
9. Initials of attorney verifying that the attached document is the version approved by the ``�• r�
V' 44'i
BCC,all changes directed by the BCC have been made,and the document is ready for the
Chairman's signature. /V
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
16F2
Ann P. Jennejohn
From: Ann P.Jennejohn
Sent: Thursday, February 28, 2019 9:01 AM
To: GreenKelly
Subject: Item#16F2 (2-12-19 BCC Meeting)
Attachments: Backup Documents 02_12_2019 Item#16F 2.pdf
Good Morning,
Avt executed copy of Item #16F2, that was approved by the
Board ovt February 12, 2_019 is attached for your records.
Thavtk you!
Ann Jennejohn
Senior Deputy Clerk
•' Office.239-252-8406
Fax:239-252-8408(if applicable)
Ann.Jenneiohn@CollierClerk.com
Office of the Clerk of the Circuit Court
&Comptroller of Collier County
3299 Tamiami Trail,Suite#401
Naples, FL 34112-5324
www.CollierClerk.com
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SPONSORSHIP AGREEMENT BETWEEN
COLLIER COUNTY AND SPIRIT PROMOTIONS
THIS AGREEMENT is made and entered into this I cr day of 'UOS' 2019,
by and between Collier County, a political subdivision of the State of Florida ("County"), and
Spirit Promotions, LLC, a Foreign Limited Liability Company ("Spirit Promotions"), 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 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, Spirit Promotions has applied to the Collier County Tourist Development
Council ("TDC") for Sponsorship funding to be used to host the 2019 through 2021 U.S. Open
Pickleball Championships at Collier County's East Naples Community Park; and
WHEREAS, with the recommendation of the TDC, the Collier County Board of County
Commissioners has reviewed and approved the proposal of Spirit Promotions, 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. Spirit Promotions agrees as follows:
A. At its sole cost and expense, Spirit Promotions will promote, market and present
the 2019 through 2021 U.S. Open Pickleball Championships, to take place at Collier
County's East Naples Community Park in April of each year. As part of this, Spirit
Promotions at its sole cost and expense,will:
i. Lease the East Naples Community Park directly from the Collier County
Parks and Recreation Division and will comply with all then-current County
requirements for the hosting of an event of this size including but not limited to:
providing the necessary insurance,crowd control,parking,security,EMS,restroom
facilities, waste removal, portable generators, showers and other event operation
expenses. Spirit Promotions will also obtain all required liquor licenses to allow
alcohol beverage sales at the events.
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ii. Negotiate and schedule the production and airing of the 2019 through 2021
U.S. Open Pickleball Championships on CBS Sports Network, a Live Streaming
provider, or other comparable broadcast and on-line providers.
iii. Provide written acknowledgement of funding by the Collier County
Convention & Visitors Bureau (CVB) using the phrase "Funded in part by the
Collier County Tourist Tax" and placement of the CVB logo in all media,
marketing, promotion,and local activation.
3. Collier County agrees as follows:
A. In consideration of the above, County will pay Spirit Promotions an annual
Sponsorship Fee in the sum of Three Hundred Forty-Five Thousand Dollars($345,000.00)
for the 2019 through 2021 U.S. Open Pickleball Championships. Although this
Sponsorship Fee is intended to help Spirit Promotions pay for its costs related to hosting
the event, Spirit Promotions may use this fee in any manner it deems fit. Each year,
payment shall be made in three installments as follows:
i. The First Payment ($45,000.00) shall be paid to Spirit Promotions within
45 days of the County's receipt of a Spirit Promotions invoice with written notice
provided by Spirit Promotions that it has commenced registration for each year's
U.S. Open Pickleball Championships. Such notice will provide documentation
evidencing that the event has officially opened, which documentation may include
proof of media placement for the event such as social media promotion, e-
newsletters, digital advertising, website updates, and Pickleball related websites
such as the Academy for website banner ads. All marketing, promotion and
advertising must include the CVB logo as provided by Collier County to Spirit
Promotions.
ii. The Second Payment ($185,000.00) shall be paid to Spirit Promotions
within 45 days from the conclusion of each year's U.S. Open Pickleball
Championships. The County may deduct from this any outstanding fees owed to
Collier County in connection with this event.
iii. The Third Payment ($115,000.00) shall be paid to Spirit Promotions upon
receipt of a final invoice from Spirit Promotions following each year's U.S. Open
Pickleball Championships, which invoice shall include the following information:
a. Proof that the event was broadcasted and live streamed as agreed to;
and
b. Documentation of attendance/overnight accommodations stays and
direct visitors spending by event participants and spectators.
This final invoice shall be submitted to the County within 60 days following the
last day of the U.S. Open Pickleball Championships that was just held. All invoices
are payable in compliance with Florida's Prompt Payment Act.
B. Within 30 days from the County's receipt of Spirit Promotions final invoice for
each event,the Parties shall meet to discuss the next year's event. At this time,the Parties
will review the information provided by Spirit Promotions as part of its final invoice, and
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consider whether there should be changes to this Agreement or the Sponsorship Fee for the
next year's event. To be effective, any changes must be memorialized by an amendment
to this Agreement. The County Manager is authorized to extend this time frame on behalf
of the County.
C. In addition to paying a Sponsorship Fee, Collier County shall assist Spirit
Promotions in their hosting of the event,which will consist of some or all of the following:
i. Year-round promotion on Collier County Convention and Visitors
Bureau sports marketing website, Facebook, and Twitter channels;
ii. Assistance with hotel logistics including gathering of rates and banquet
needs;
iii. Assistance with local volunteers in coordination with U.S. Open
Pickleball Championships leadership;
iv. Assistance with Concessions Operations if needed by prior arrangement
with Collier County staff;
v. Assistance with Public Relations and Media Outreach;
vi. Discounts to local attractions and restaurants;
vii. Administrative assistance with obtaining necessary permits including
liquor license; and
viii. On site visitor information table to assist with local attractions and
suggestions for out of town visitors.
LEGAL MATTERS
4. INDEMNIFICATION AND DUTY TO DEFEND:
A. To the maximum extent permitted by Florida Law, Spirit Promotions 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 Spirit Promotions 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
Spirit Promotions, 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 Spirit Promotions. Spirit Promotions' 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 Spirit
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Promotions or an indemnified party for the matter indemnified hereunder is fully and
finally barred by the applicable statute of limitations.
5. INSURANCE: Spirit Promotions shall at all times during the term of this Agreement
maintain insurance coverage at amounts that are commercially reasonable, including at least
Comprehensive General Liability at $3,000,000 and evidence that the on-site third-party vendor
for alcoholic beverages has provided Liquor Liability insurance at$1,000,000.Collier County and
its affiliates shall be named as an additional insured on all such policies of insurance and Spirit
Promotions shall provide proof of insurance at least 7 days prior to the start of the U.S. Open
Pickleball Championships event or at Collier County's request.
6. NOTICES: All notices from the County to Spirit Promotions shall be in writing and
deemed duly served if mailed by registered or certified mail to Spirit Promotions at the following
address:
Terri Graham
Spirit Promotions, LLC
Emerald Beach
500 Saturn Court, #74
Marco Island, FL 34145
terri(a�usopenpickleball.com
All notices from Spirit Promotions to the County shall be in writing and deemed duly
served if mailed by registered or certified mail to the County to:
Jack Wert, Tourism Director
Collier County Tourism Department
2660 N. Horseshoe Drive Suite 105
Naples, Florida 34104
Jack.Wert@colliercountyfl.gov
Spirit Promotions and the County may change the above mailing address at any time upon
giving the other party written notification pursuant to this Section.
7. NO PARTNERSHIP: Spirit Promotions is an independent contractor. Nothing herein
contained shall be construed as creating a partnership or joint venture of any kind between the
County and Spirit Promotions,its vendors or subcontractors,or to constitute Spirit Promotions, or
its vendors or subcontractors, as an agent or employee of the County. All revenue of any kind
received by Spirit Promotions related to hosting these events, including but not limited to parking
fees, are for the sole benefit of Spirit Promotions, and County will not be entitled to share in any
profit received by,or be liable to share in the cost incurred by,Spirit Promotions 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 U.S. Open Pickleball Championships held in
2021. There is no right to renew by either party.
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10. TERMINATION FOR CONVENIENCE: This Agreement may be terminated by either
party by giving the other party written notice between 20 and 22 months in advance of the
termination date. Following the giving of such notice, the parties will continue to abide with all
terms and conditions of this Agreement through the following year's U.S. Open Pickleball
Championships, which will be the final tournament under this Agreement. After the conclusion
of this final tournament,and the satisfaction of all obligations and payments arising from this final
tournament,the parties will have no further obligations whatsoever with respect to this Agreement.
11. OPTION TO TERMINATE: Either party may terminate or cancel this Agreement on less
than 20 months written notice by paying the other party the sum of$172,500. Following payment,
and the satisfaction of all obligations and payments arising from the prior tournament that was
held, each party will have no further obligation whatsoever to the other with respect to this
Agreement.
12. GENERAL ACCOUNTING AND AVAILABILITY OF RECORDS: With respect to all
matters covered in this Agreement, Spirit Promotions shall maintain complete and accurate
accounting records, and shall maintain these records, books, documents, papers and financial
information pertaining to work performed under this Agreement for a period of three (3)years, in
compliance with Chapter 119,the Florida Public Records Law.
13. AVAILABILITY OF FUNDS: This Agreement is subject to the availability of Tourist
Development Tax revenues. If for any reason tourist tax funds are not available to fund all or part
of this Agreement for any given tournament year,the County may upon written notice,at any time
during the term of this Agreement, reduce or eliminate funding under this Agreement. Upon
receipt of such notice, Spirit Promotions will have the option to either terminate this Agreement
or continue this Agreement without such funding. If following receipt of such notice Spirit
Promotions elects to terminate the Agreement,the County will reimburse Spirit Promotions for all
eligible and documented expenditures Spirit Promotions actually incurred up to the date written
notice was received, and Spirit Promotions will not be required to pay the termination fee in
paragraph 11 above.
14. PROHIBITION OF ASSIGNMENT: This Agreement is personal to Spirit Promotions.As
such, Spirit Promotions 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.
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17. ENTIRE AGREEMENT: This Agreement sets out the entire agreement between Collier
County and Spirit Promotions 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, including but not limited to the parties' agreements
entitled"2017 U.S OPEN Pickleball Championships Event Operational Expenses Agreement#16-
7008; and "Naples, Marco Island, Everglades Convention & Visitors Bureau & U.S. OPEN
Pickleball, Championships Hosting Agreement #15-6439, 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, Spirit Promotions 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.
•
ATTESTS BOARD OF CO<� y- `k1 _ •MMISSIONERS
CRYSTAL-KINZEL,Clerk COLLER�0,404� , FLOR Ask
p�o ' � ;perk . L. McDanie,Jr.,
/test as ° i-ns /hairman
signature,only:).� SPIRIT ROM TIONS, LLC
By: - . 15
Terri Graham
Approved as to form and legality:
(� fr t
olleen M. Greene
Assistant County Attorney
Item# 4L'_
Date
Rete -_^1 r�
Recd !� I.
I
Deputy perk 41
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