Okaloosa County BOCC — April 1, 2014 — 2014 Horizons Burning Up the Beaches

TOURIST DEVELOPMENT DEPARTMENT CONTRACT APPROVAL FORM CONTRACTOR NAME; HORIZONS FOUNDATION OF OKALOOSA COUNTY PURPOSE: 2014 BURNING UP THE BEACHES CAR SHOW TERM: Expires upon final payment by the County. AMOUNT: $7,500.00 I have reviewed the above-referenced Contract and find it to be in compliance with the Tourist Development Department Operations & Procedures Manual, the Okaloosa County Purchasing Manual and applicable local, state and federal laws, rules and regulations. (Initial applicable authorization) LH This approval authorizes the contract to be entered into by the County and executed by the appropriate authorizing official in accordance with the Okaloosa County Purchasing Manual. This approval authorizes the payment under the Contract to be processed for payment. APPROVED AS TO FORM AND LEGALITY: TDDAETORNED. LYNN HOSHITHARA PRINT NAME MARCH 10, 2014 DATE AGREEMENT BETWEEN HORIZONS FOUNDATION OF OKALOOSA COUNTY, INC. AND OKALOOSA COUNTY, FLORIDA 2014 BURNING UP THE BEACHES CAR SHOW This Agreement made and entered into this __™ day of March, 2014, by and between Okaloosa County, Florida, a political subdivision of the State of Florida (the “County”) and Horizons Foundation of Okaloosa County, Inc. (the “Contractor”) relating to the 2014 Burning Up The Beaches Car Show as more particularly set forth herein. WITNESSETH: WHEREAS, the COUNTY has determined that the 2013 Burning Up The Beaches Car Show aided in increasing awareness, revenue and tourism within the sub-county taxing district; and WHEREAS, the CONTRACTOR has the capability to provide the production services required under this Agreement; and WHEREAS, the County has determined that the production of an episode of the Lokar Car Show highlighting the 2014 Burning Up the Beaches Car Show (the “Event”) will continue to enhance awareness of the area, increase revenue and promote tourism within the sub- county taxing district; WHEREAS, the COUNTY seeks to engage the CONTRACTOR for the purposes of providing these production services. NOW THEREFORE, in consideration of the above and the mutual covenants contained herein, the parties agree as follows: ARTICLE I: RECITALS 1.1 The above recitals are incorporated as essential terms of this Agreement. ARTICLE II: SCOPE OF SERVICES 2.1 The CONTRACTOR shall: e Produce one (1) full episode of the “Lokar Car Show” highlighting the Event to be cablecast on Velocity Channel during the 2014 season (the “Episode”. e Provide the COUNTY with a DVD of the Episode. The Episode and the DVD shall be of sufficient quality for the purposes that it is contemplated. The determination of the sufficiency of the DVD and its quality shall be the sole prerogative and determination of the County. ARTICLE I: COMPENSATION AND INVOICES 3.1 CONTRACTOR shall be compensated $7,500.00 for providing the services set forth in this Agreement. 3.2 It is mutually agreed and understood that payments to the CONTRACTOR for approved expenditures shall be made only upon submission to the COUNTY of itemized copies or original invoices. All statements or invoices for fees for services rendered submitted by the CONTRACTOR to the COUNTY shall be submitted in detail sufficient for proper pre-audit and post-audit thereof to insure that the work performed, expense incurred, or service rendered actually took place, was properly authorized and that the correct amount has been charged. Invoices submitted by the CONTRACTOR for services performed under this Agreement shall be itemized such that the description of services performed is consistent with the description included in the scope of services attached hereto as EXHIBIT A. 3.3. No invoice will be processed without the executed task order, purchase order or contract/lease payment approval form approved by the respective County official(s). No invoice will be approved unless a copy of the actual invoice from the vendor accompanies the invoice reflecting the acquisition of goods/services. 3.4 No advancement of funds will be issued unless specifically approved by the Board of County Commissioners. 3.5 In the event a portion of an invoice submitted’ to the COUNTY for payment to the CONTRACTOR, as specified above, is disputed, payment for the disputed amount may be withheld pending resolution of the dispute, and the remainder of the invoice(s) will be processed for payment without regard to that portion which is in dispute. ARTICLE IV: INDEPENDENT CONTRACTOR It is mutually agreed that the CONTRACTOR is and shall remain an independent contractor and is not an employee or agent of the COUNTY. ARTICLE V: PURCHASES AND PAYMENTS 5.1 All purchases made by the CONTRACTOR on behalf of the COUNTY shall be made in accordance with the COUNTY’s Purchasing Manual. A copy of the Purchasing Manual has been provided to the CONTRACTOR and its terms are incorporated herein by reference as an essential part of this Agreement. 5.2 RELEASE. The CONTRACTOR shall obtain releases, licenses, permits or other authorization to use photographs, copyrighted materials, artwork or any other property or rights belonging to third persons obtained by the CONTRACTOR for use in performing services for the COUNTY and shall be responsible for any claims arising with respect to such use. ARTICLE VI: TERM OF AGREEMENT This Agreement shall be effective on April 1, 2014 and shall terminate upon the production of the Episode, the delivery of the DVD and final payment by the COUNTY. ARTICLE VII: GENERAL INSURANCE REQUIREMENTS. 71 The CONTRACTOR shall not commence any work in connection with this Agreement until it has obtained all required insurance and such insurance has been approved by the Okaloosa County Risk Management Officer. 7.2 All insurance policies shall be with insurers licensed to do business in the State of Florida, and any insuring company is required to have a minimum rating of A, Class X in the Best Key Rating Guide published A. M. Best & Co., Inc. 7.3. The COUNTY shall retain the right to reject all insurance contracts that do not meet the requirement of this Agreement. Further, the COUNTY reserves the right to change these insurance requirements with sixty (60) days’ notice to the CONTRACTOR. 74 The insurance definition of Insured or Additional Insured shall include Subcontractor, Sub-subcontractor, and any associated or subsidiary companies of the CONTRACTOR, which perform any services under this Agreement. 7.5 The COUNTY reserves the right at any time to require the CONTRACTOR to provide certified copies of any insurance policies to document the insurance coverage specified in this Agreement. 7.6 The designation of CONTRACTOR shall include any associated or subsidiary company which is involved and is a part of the contract and such, if any associated or subsidiary company involved in the project must be named in the Workers' Compensation coverage. 7.7. CONTRACTOR shall notify COUNTY of any cancellation or restrictive amendments at least thirty (30) days prior to the effective date of such cancellation or amendment. Such notice shall be given directly to the Okaloosa County Risk Management Officer. 7.8 All insurance contracts, except the Workers' Compensation shall list the COUNTY as an Additional Insured. CONTRACTOR shall provide the COUNTY current Certificates of Insurance for all policies at least ten (10) days before commencing work. ARTICLE VHI: BUSINESS AUTOMOBILE AND COMMERCIAL GENERAL LIABILITY 8.1 The CONTRACTOR shall maintain Business Automobile Liability insurance coverage throughout the term of this Agreement and any extension hereto. The insurance shall include Owned, Non-Owned & Hired motor vehicle coverage. 8.2. The CONTRACTOR shall carry other Commercial General Liability insurance against all other Bodily Injury, Property Damage and Personal and Advertising Injury exposures. Such coverage shall include both On and Off Premises Operations, Contractual Liability, Board Form Property Damage and Professional Liability. 8.3 Commercial General Liability coverage shall be endorsed to include the following: a) On and Off Premises Operation Liability b) Occurrence Bodily Injury and Property Damage Liability c) Independent Contractor Liability d) Completed Operations and Products Liability 8.4 The CONTRACTOR shall agree to maintain in force Commercial General Liability Insurance including Completed Operations and Products Liability coverage for at least two (2) years following acceptance of the project by the COUNTY. 8.5 All liability insurance shall be written on an occurrence basis and shall not be written on a claim-made basis. If the insurance is issued with an aggregate limit of liability, the aggregate limit of liability shall apply only to the locations included in this Agreement. If, as the result of any claims or other reasons, the available limits of insurance reduce to less than those stated in the 12.6 below, the CONTRACTOR shall notify the COUNTY representative in writing. The CONTRACTOR shall purchase additional liability insurance to maintain the requirements established in this Agreement. Umbrella or Excess Liability insurance can be purchased to meet the limits specified in 12.6 below, 8.6 LIMITS OF LIABILITY. The insurance required shall be written for not less than the following limits unless law requires higher amounts: 1. Workers Compensation a) State Statutory b) Employers Liability $1 million each accident 2. Business Automobile $1 million each occurrence (Combined Single Limit) 3, Commercial General Insurance $1 million each occurrence (Combined Single Limit) 4. Professional Liability $1 million each occurrence (Combined Single Limit) 5. Personal Injury and Advertising $1 million each occurrence (Combined Single Limit) 8.7 The CONTRACTOR agrees to report any incident or claim that results from performance of this Agreement. Within ten (10) days of the CONTRACTOR’s knowledge, the Okaloosa County Risk Management Officer shall receive written notice describing the incident or claim. In the event such incident or claim involves injury or property damage to a third party, verbal notification shall be given the same day the CONTRACTOR becomes aware of the incident or claim. A detailed written report is to be made within ten (10) days. ARTICLE IX: CERTIFICATE OF INSURANCE 9.1 All insurance shall include the interest of all entities names in and its respective agents, consultants, servants and employees of each and all other interests as may be reasonably required by the COUNTY as Additional Insured. The coverage afforded the Additional Insureds under this policy shall be primary insurance. If the Additional Insureds have other insurance that is applicable to the loss, such other insurance shall be on an excess or contingent basis. The amount of the company’s liability under this policy shall not be reduced by the existence of such other insurance. 9.2 Certificates of insurance, in duplicate, evidencing all required coverage must be submitted to and approved by the COUNTY prior to the commencement of any of the work. The certificate holder(s) shall be as follows: Okaloosa County 602-C North Pearl Street Crestview, Florida 32536 9.3 All policies shall expressly require thirty (30) days written notice to Okaloosa County at the address set out above, or the cancellations of material alterations of such policies, and the Certificates of Insurance, shall so provide. The certificate, if on a Standard Accord, shall not include language such as "if any" or but failure to mail such notice shall impose on obligation or liability of any kind upon the COUNTY, its agents or representatives. 9.4 All certificates shall be subject to the COUNTY’s approval of adequacy of protection and the satisfactory character of the Insurer. 9.5 The Certificates of Insurance shall disclose any and all deductibles or self-insured retentions (SIRs). Deductibles or SIRs in excess of $10,000 will not be accepted unless specifically approved in writing by the COUNTY. All deductibles or SIRs, whether approved by the COUNTY or not, shall be the full responsibility of the CONTRACTOR. In particular, the CONTRACTOR shall afford full coverage as specified herein to entities listed as Additional Insureds. In no way will the entitles listed as Additional Insureds be responsible for, pay for, be damaged by, or limited to coverage required by this schedule due to the existence of a deductible or SIR. Specific written approval from the COUNTY will only be provided upon demonstration that the CONTRACTOR has the financial capability and funds necessary to cover the responsibilities incurred as a result of the deductible or SIR. 9.6 In the event of failure of the CONTRACTOR to furnish and maintain said insurance and to furnish satisfactory evidence thereof, the COUNTY shall have the right (but not the obligation) to take out and maintain insurance on the project. All costs for the coverage will be paid by CONTRACTOR upon presentation of a bill. 9.7 Any type of insurance or increase of limits of liability not described above which the CONTRACTOR required for its own protection or on account of statute shall be its own responsibility and at its own expense. The carrying of the insurance described shall in no way be interpreted as relieving the CONTRACTOR of any responsibility under this contract. Should the CONTRACTOR engage a subcontractor or sub-subcontractor, the same conditions will apply under this agreement to each subcontractor and sub-subcontractor. The CONTRACTOR hereby waives all rights of subrogation against Okaloosa County and its consultants and other indemnities of the CONTRACTOR under all the foregoing policies of insurance. ARTICLE X: INDEMNIFICATION AND HOLD HARMLESS To the fullest extent permitted by law, CONTRACTOR shall indemnify and hold harmless COUNTY, its officers and employees from liabilities, damages, losses, and costs including but not limited to reasonable attorney fees, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of the CONTRACTOR and other persons employed or utilized by the CONTRACTOR in the performance of this Agreement. ARTICLE X1: AMENDMENT This Agreement may be amended, in writing, by the mutual consent of the parties. ARTICLE XII: ENTIRE AGREEMENT This Agreement constitutes the entire understanding between the parties with respect to the transaction contemplated herein and supersedes all prior written or oral negotiations, commitments or writings. All future modifications to this agreement shall be in writing signed by both parties. ARTICLE XIII: ATTORNEYS FEES If any legal action is brought by either party relating to this Agreement, the prevailing party will be entitled to reimbursement by the other party of its reasonable attorneys' fees and costs. ARTICLE XVIII; GOVERNING LAW AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of Florida. Venue for any legal proceedings arising out of this Agreement shall be in Okaloosa County, Florida. IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed on the day and year first hereinabove written. Approved as to form: OKALOOSA COUNTY, FLORIDA By: Gregory T. Stewart, County Attorney Charles K. Windes, Jr., Chairman Board of County Commissioners ATTEST: Date: Clerk of the Circuit Court HORIZONS FOUNDATION OF OKALOOSA COUNTY, INC. Witnesses: SEEZ L Date: 29/2 sf} y Signature LD Stygopsp— Print Name LEZ Signature Chatlote. dnwor th. Print Name