Okaloosa County BOCC — December 16, 2014 — Destin to Fish contract — reading text

CONTRACT & LEASE INTERNAL COORDINATION SHEET Contract/Lease Number: Tracking Number: Al Ga--1 5 Q) . Grant Funded: YES NO Contractor/Lessee Name: Jantar L Seah. Purpose Date/Term: Upon Ail pacts) 1. ACrcarer THAN $50,000 Amount: g 93, $b 2. im GREATER THAN $25,000 Department: TDD 3. im $25,000 OR LESS Dept. Monitor Name: Document has been reviewed and includes any attachments or exhibits. Purchasing Review Date: A-2 GNM Joanne Kublik Risk Management Review Approved as written: Pq to Pere ; 7K Date: |Q- Ba lip Risk*Manager or designee - O Kay Godwin or Krystal King County Attorney Review Aproved as written: ASE otD Site, W * LY dy nt Atthcdey ‘ Gregory T. Stewart or Lynn Hoshihara y % Y Following Okaloosa County approval: Contracts & Grants Document has been received: Date: Contracts & Grants Manager TOURIST DEVELOPMENT DEPARTMENT CONTRACT APPROVAL FORM CONTRACTOR NAME: REALIN’ SCRIPTS CHARTER, LLC PURPOSE: PRODUCTION OF “DESIN TO FISH” TV SHOW TERM: Upon final payment by County AMOUNT: $73,800 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) L4H. 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: ens gs ee TDD ATTORNEY LYNN HOSHIHARA NOVEMBER 13, 2014 AGREEMENT BETWEEN REALIN’ SCRIPTS CHARTER, LLC, AND OKALOOSA COUNTY, FLORIDA “DESTIN TO FISH” TV SHOW This Agreement made and entered into this___™ day of , 2014, by and between Okaloosa County, Florida, a political subdivision of the State of Florida (the “County”) and Realin’ Scripts Charters, LLC, (the “Contractor”) relating to the “Destin to Fish” television show as more particularly set forth herein. WITNESSETH: WHEREAS, the COUNTY previously approved $6,200 to fund a portion of production of a pilot for a fishing show produced by the CONTRACTOR called “Destin to Fish”, which brings different families to the area to showcase fishing opportunities in the area as well as featuring local shops, restaurants and attractions; and WHEREAS, the COUNTY has determined that the pilot episode will aid in increasing awareness and promotion of tourism within the sub-county taxing district; and WHEREAS, the CONTRACTOR’s pilot episode has been picked up by The Sportsman Channel and CONTRACTOR has requested additional funding to fund a portion of October and November 2014 production/footage and subsequent post-production/editing activities for the full first season; and WHEREAS, the County has determined that the production of a full first season, which includes 12 episodes, will enhance awareness of the area and promote tourism within the sub- county taxing district; and WHEREAS, the COUNTY seeks to engage the CONTRACTOR for the purposes of producing twelve episodes of a fishing show showcasing the sub-county taxing district as set forth in this Agreement. 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 IE: SCOPE OF SERVICES 2.1 The CONTRACTOR shall provide production services as set forth in EXHIBIT A. ARTICLE III: COMPENSATION AND INVOICES 3.1 CONTRACTOR shall be compensated $73,800.00 for providing the services set forth in EXHIBIT A. Such compensation will be paid based on production activities: Completion of Production/Footage - $50,000 Completion of Post-Production/Editing - $16,420 Receipt of Completed 12 First-Season Episodes - $7,380 3.2. It is mutually agreed and understood that payments to the CONTRACTOR for approved activities 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). 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: RELEASE 5.1 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 6.1 This Agreement shall be effective on October 2, 2014 and shall terminate upon the production of the first season of “Destin to Fish” and final payment by the COUNTY. 6.2 Termination Without Cause. The COUNTY may terminate this Agreement without cause by giving written notice to the CONTRACTOR of its intent to terminate this Agreement. Such written notice of intent shall be given thirty (30) days prior to the actual date of termination. 6.3 Termination With Cause. This Agreement may be terminated by the COUNTY if there is a material breach of this Agreement which is not cured within twenty (20) days after the receipt of written notice of the breach. Upon the giving of written notice and the failure to cure, this Agreement shall be terminated automatically at the end of the cure period. 6.4 The rights, duties and responsibilities of the CONTRACTOR shall continue in full force during the period of notice of termination set forth herein, regardless if for cause or without cause. 6.5 If the Agreement is terminated by the COUNTY as provided herein, the CONTRACTOR will be paid an amount which is equal to the total of all costs incurred on or prior to cancellation date. Costs incurred will be based on all invoices received. This amount will then be reconciled with all progress payments made prior to cancellation. However, CONTRACTOR shall not be paid on account of loss of anticipated profits or revenue or other economic loss arising out of or resulting from the termination. ARTICLE VII: INSURANCE, INDEMNIFICATION AND HOLD HARMLESS 7A 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. 7.2. 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 $100,000 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) 7.3 CONTRACTOR shall furnish COUNTY with Certificates of Insurance evidencing all required coverage. The certificate holder shall be as follows: Okaloosa County 602-C North Pearl Street Crestview, Florida 32536 ARTICLE VIII: AMENDMENT This Agreement may be amended, in writing, by the mutual consent of the parties. ARTICLE IX: 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 X: 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 XI: 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 WHEREOPF, the parties hereto have caused these presents to be executed on the day and year first hereinabove written. Approved as to So SS OKALOOSA COUNTY, FLORIDA By: 4 U1 Gregory J. Stewart, Cdunty Attorney Charles K. Windes, Jr., Chairman Board of County Commissioners ATTEST: Date: Clerk of the Circuit Court REALIN’ SCRIPTS CHARTERS, LLC __ Jack Cole, Managing Member Witnesses: Date: /2-8-14 Gyr THE Sweet eauuearPe Print Name ; Signature | 2a. Print Name EXHIBIT A SCOPE OF SERVICES Contractor shall provide the following: e Production of the first season of “Destin to Fish,” which shall include 12 episodes. e Proof that “Destin to Fish” has been or will be carried by a major national sports network, such as The Sportsman Channel. e Each episode must include the Okaloosa County TDC logo featured prominently where appropriate as approved by the TDD Director. e Each episode must include at least one destination-specific component other than fishing (e.g. dining, shopping, attraction, lodging). e At least one episode must include an Okaloosa Island destination-specific component e At least one episode must include a Fort Walton Beach destination-specific component e Contractor shall coordinate all production activities with the Emerald Coast Film Commission. e Local production services shall be used whenever possible. e Footage for all 12 first season episodes shall be concluded by November of 2014. e A list of scheduled air dates must be provided before final payment is released. DATE (MM/DDIYYYY) a it aeoRE CERTIFICATE OF LIABILITY INSURANCE 41/21/2014 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 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 | aMEe| HOUSE /COMMERCIAL | fax Nop: (252) 489-0384 Insurance Centre of Dunnellon