TOURISM PROMOTION AGREEMENT TOURISM PROMOTION AGREEMENT
Clearwater Sea-Blues Festival
THIS AGREEMENT is made and entered into as of the 19 day of
February , 2024 ("Effective Date"), by and between Pinellas County, a
political subdivision of the State of Florida ("County"), for and on behalf of Visit
St. Petersburg/Clearwater ("VSPC"), and the City of Clearwater, a municipality ("Event
Organizer") (collectively,the "Parties,"or individually, a"Party").
WITNESSETH:
WHEREAS, in accordance with Section 118-32, Pinellas County Code, and
Section 125.0104(5)(a)2., Florida Statutes, VSPC is responsible for promoting tourism in Pinellas
County, including funding activities, services,and events that have as one of its main purposes the
attraction of tourists; and
WHEREAS,the County, on behalf of VSPC, agrees to provide Tourist Development Tax
funding for the Clearwater Sea-Blues Festival to be held February 23-25, 2024 ("Event"),
organized and operated by the Event Organizer to promote Pinellas County tourism as described
in the promotion program as defined herein.
NOW, THEREFORE, in consideration of the foregoing and mutual covenants herein
contained, the Parties agree as follows:
1. The term of this Agreement shall commence on the Effective Date and shall remain
in full force and effect through August 25, 2024, unless otherwise terminated as provided herein.
2. The County agrees to pay to the Event Organizer the sum of Fifty Thousand Dollars
($50,000.00) for Sponsorship benefits and up to the sum of Twenty-Five Thousand Dollars
($25,000.00) for Marketing and Advertising expenditures for a total sum of Seventy-Five
Thousand Dollars ($75,000.00) as an Event sponsor, to sponsor, promote and market Pinellas
County tourism in connection with the Event as defined in the promotion program described in
Exhibit A attached hereto and made a part hereof("Promotion Program"). The County shall pay
the funding herein in accordance with the following:
A. Marketing and Advertising expenditures shall be paid on a reimbursement
basis upon submittal of required documentation to the County which shall include a copy of
subcontractor/vendor invoices that support the marketing plan attached hereto as Exhibit B for
which Event Organizer is seeking reimbursement,as well as other such documentation as required
by VSPC.
B. The funding herein shall be due and payable within forty-five(45)calendar
days of Event completion, upon Event Organizer submitting an invoice with all documentation
required in Section 2.A and 2.H. at the address set out in Section 4.
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C. Payment shall be made by the County to the Event Organizer in accordance
with §218.70 et seq., Florida Statutes, "The Local Government Prompt Payment Act."
D. In the event the Event Organizer: (i) cancels the Event or does not conduct
the Event for any reason including,but not limited to,voluntary action or non-voluntary mandates;
or(ii) is not in compliance with the terms and conditions of the Agreement; or(iii) is dissolved, or
ceases or suspends its operations for any reason,then any sums not paid or disbursed to the Event
Organizer are hereby deobligated, and shall not be paid unless this Agreement is amended in
writing by mutual agreement of the Parties expressly authorizing payment of the funding herein
on the revised terms as provided in said amendment. The parties further agree that if an Event
Organizer cancels an event per(i, ii,or iii)above post a fully executed funding agreement but pre-
event, the Event Organizer shall either: 1) remit any sponsorship funding monies advanced pre-
event which were used for operating expenses minus any value received by County up until
cancellation as determined by VSPC staff; or 2) seek reimbursement for allowable marketing
deliverables per the agreement, but only as to those actual, verifiable marketing deliverable costs
incurred by the Event Organizer up until the time of cancelling the event and to the extent of value
received by County as determined by VSPC staff.
E. The Event Organizer shall repay the County for all illegal or unlawful
expenditures of the funding herein, or for expenditures made by The Event Organizer in breach of
any covenant, term or condition of this Agreement, including illegal, unlawful, and/or
unauthorized expenditures discovered after the expiration of the term.
F. The Event Organizer shall provide immediate written notice to VSPC if the
Event is cancelled, rescheduled, or the scope of the Event is substantially changed from the Event
as described in Event Organizer's funding request.
G. The Event Organizer may amend or revise the Promotion Program only with
the prior written consent from the Director of VSPC, or his designee.
H. The Event Organizer shall provide a written final report to VSPC within
forty-five (45) calendar days of Event completion, which at a minimum shall include
documentation establishing that the Event Organizer provided the promotional benefits described
in the Promotion Program, including any documentation required in Exhibit A, and shall specify
attendance at the Event and room nights generated by the Event in Pinellas County, the
methodology used for computing the room nights which methodology must be documentable,
supportable, and calculated in compliance with tourism market and research analysis industry
standards, and such other information as required by VSPC. Failure to submit the report as
required shall disqualify the Event Organizer from being eligible for funding in future years.
3. A. The Event Organizer shall organize, manage, operate and/or conduct the
programs, activities, and events, and be solely responsible for all costs and expenses related to the
Event.
B. The Event Organizer represents and warrants that it has substantial
experience and skill in the business of organizing and promoting the Event and agrees to use its
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best efforts to organize, manage, operate and conduct the Event in a professional manner,
calculated to create a quality,pleasant, enjoyable experience for all participants.
4. Each Party hereby designates the person set forth below as its respective contact
person. The person designated herein shall be each Party's prime contact person for coordinating
Promotion Program related activities. Notices or reports shall be sent to the attention of each
Party's contact person by U.S.mail,postage prepaid,or email to the Parties' addresses as set forth
below:
For the County: For the Event Organizer:_
Craig Campbell, Director Cory Dunbar, Special Events Supervisor
Brand Activations City of Clearwater
Visit St. Petersburg/Clearwater 706 Missouri Ave.
8200 Bryan Dairy Rd., Suite 200 Clearwater, FL 33755
Largo, FL 33777 Cory.Dunbar@myclearwater.com
Craig@VisitSPC.com
Any changes to the above representatives or addresses must be provided to the other Party in
writing.
5. A. The County reserves the right to terminate this Agreement, without cause,
by giving fifteen (15) days advance written notice to the Event Organizer of its election to
terminate pursuant to this provision. Should this Agreement be terminated, or the event postponed
as provided herein, Event Organizer shall only be entitled to reimbursement of actual costs for
goods and/or services received by County from Event Organizer up until the date of postponement
or termination of this Agreement, as determined by VSPC staff. Reimbursement shall be based
upon submittal and receipt of all supporting, appropriate documentation for such costs.
B. The failure of either Party to comply with any material provisions of this
Agreement shall be considered in breach thereof, and shall be cause for immediate termination of
the Agreement upon written notice to the defaulting Party.
C. The funds to be used for this Agreement are subject to periodic
appropriation of funds by the County. Further, obligations under this Agreement are contingent
upon the availability of funds. If funds are not appropriated by the County for any or all of this
Agreement,the County shall not be obligated to pay for any promotion benefits provided pursuant
to this Agreement beyond the portion for which funds are appropriated. The County agrees to
promptly notify the Event Organizer in writing of such failure of appropriation, and upon such
notice,this Agreement shall terminate without penalty to the County.
6. A. The Event Organizer shall, upon request, permit the County to examine or
audit all records and documents related to the Promotion Program provided for in this Agreement.
Event Organizer shall maintain all such records and documents for at least three(3)years following
termination of the Agreement, including but not limited to all documents in support of the Event
Organizer's funding application and post event reporting, in accordance with the Retention
Schedule as put forth by the Florida Department of State.
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B. The County through VSPC or VSPC's vendor, has the right to perform on-
site surveys during the Event for the purposes of substantiating/verifying Event Organizer's final
report and for collecting other information pertinent to the destination.
7. A. Neither the County nor the Event Organizer shall make any express or
implied agreements, guaranties or representations, or incur any debt, in the name of or on behalf
of the other Party. Neither the County nor the Event Organizer shall be obligated by or have any
liability under any agreements or representations made by the other that are not expressly
authorized hereunder. The County shall have no liability or obligation for any damages to any
person or property directly or indirectly arising out of the operation by the Event Organizer of its
business, whether caused by the Event Organizer's negligence or willful action or failure to act.
B. The County recognizes the Event Organizer is a tax exempt entity. The
County will have no liability for any sales, service, value added, use, excise, gross receipts,
property, workers' compensation, unemployment compensation, withholding or other taxes,
whether levied upon the Event Organizer or the Event Organizer's assets, or upon the County in
connection with services performed or business conducted by the Event Organizer. Payment of
all such taxes and liabilities shall be the responsibility of the Event Organizer.
C. The Parties shall be fully responsible for their own acts of negligence and
their respective agents' acts of negligence, when such agents are acting within the scope of their
employment; and shall be liable for any damages resulting from said negligence to the extent
permitted by Section 768.28, Florida Statutes. Nothing herein is intended to serve as a waiver of
sovereign immunity or any provision of Section 768.28,Florida Statutes by either Party. Nothing
herein shall be construed as consent by either Party to be sued by third Parties in any matter arising
out of this Agreement.
8. A. Any Event Organizer receiving funding hereunder, shall conduct the Event
in compliance with all applicable federal, state and local laws.
B. Neither Party may assign or transfer its rights or obligations under this
Agreement without the prior written consent of the other Party.
C. Nothing in this Agreement shall be construed to benefit any person or entity
not a Party to this Agreement.
D. In carrying out this Agreement,The Event Organizer shall not exclude from
participation in, deny benefits to, or otherwise discriminate against, any person because of race,
color, religion, sex, national origin, family status or handicap.
E. This Agreement constitutes the entire agreement between the Parties and
supersedes any and all prior agreements, communications, or representations, whether oral or
written, with respect thereto.
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F. No alteration, change, modification, amendment or waiver to or of this
Agreement shall be valid or binding unless in writing and signed by both Parties hereto.
G. Nothing in this Agreement will be construed to create, or be implied to
create any relationship between the County and any contractor, subcontractor or supplier of the
Event Organizer,and at all times the Event Organizer is and shall remain an independent contractor
and not an agent of the County or VSPC.
H. Sections 2.13, 2.E., 6.A., and 7.A., B. and C. shall survive the expiration of
the term or termination of this Agreement.
I. Time is of the essence with respect to all provisions of this Agreement that
specify a time for performance.
J. This Agreement shall be construed, interpreted, and governed by the laws
of the State of Florida.
9. Event Organizer acknowledges that information and data it manages as part of the
services may be public records in accordance with Chapter 119, Florida Statutes and Pinellas
County Public Records Policies. Event Organizer agrees that prior to providing services it will
implement policies and procedures to maintain, produce, secure, and retain public records in
accordance with applicable laws,regulations, and County policies, including but not limited to the
Section 119.0701, Florida Statutes. Notwithstanding any other provision of this Agreement
relating to compensation,the Event Organizer agrees to charge the County,and/or any third parties
requesting public records only such fees allowed by Section 119.07, Florida Statutes and County
policy for locating and producing public records during the term of this Agreement.
10. By signing this Agreement as provided below, Signer attests to all of the following:
A. Signer has the legal authority to enter into the Agreement on behalf of the
Applicant organization;
B. Signer is not deriving any direct or indirect benefit or bonus, monetary or
otherwise, from the Applicant organization or any other party, including signer's employer, as a
result of this funding award; and
C. Signer is not aware of any other third party deriving any direct or indirect
benefit or bonus, monetary or otherwise, from the Applicant organization or any other party as a
result of this funding award.
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IN WITNESS WHEREOF,the Parties herein have executed this Agreement on the day
and year first above written.
PINELLAS COUNTY,FLORIDA CITY OF CLEARWATER
by and through its County Administrator
By: By:
Barry A. Burton nni r P irrier, City Manager
APPROVED AS TO FORM Approved as to Form:
By Amanda S. Coffey 4�L
Office of the County Attorney
By.
Owen Kohler
Lead Assistant City Attorney
ATFR
Attest: �� VV
By:
Rosemarie Call, City Clerk
rgBIISNEO
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Pinellas County TDC Elite Event Funding FY24
Benefits& Deliverables
Exhibit A
Event Name: Clearwater Sea-Blues Festival ("Event")
Event Dates: February 23-25, 2024
Marketing&Advertising Up To Funding Amount: $25,000
Sponsorship Contribution: $50,000
Total Contribution: $75,000
I. VSPC will receive, in exchange for its financial support, the following benefits at no
additional charge, except as noted:
A. Official Designation Status
i. Presenting Sponsor.
B. Marketing &Advertising Benefits
i. Pursuant to the marketing plan submitted by Event, a copy of which is attached
hereto as Exhibit B, VSPC will reimburse Event up to the sum of $25,000 for pre-
Event marketing deliverables upon submittal and acceptance of post-Event proof
of performance documentation. Proof of performance shall include 3rd party
invoice(s) that support the marketing plan, as well as other such documentation
as required by VSPC.
C. Sponsorship Benefits
i. Pre-Event Marketing
a. VSPC logo integration into Event logo.
b. Use of VSPC logo in pre-Event marketing materials.
c. Print advertising: logo featured in the sponsorship section.
d. Event to be referenced as "Presented by Visit St. Pete/Clearwater" in all
Event-related promotion, including but limited to: television advertising,
radio advertising and press releases.
e. If available, Event to target its consumer database with VSPC messaging
(content to be provided by VSPC).
ii. Digital & Media Benefits
a. Event Website:VSPC logo, hyperlink and recognition of sponsorship will be
prominent on Event website and sponsor page.
b. Social Media: VSPC logo to be prominently featured on Event Facebook
page. VSPC to receive a minimum of one (1) dedicated post pre-Event,
during the Event, and post-Event in collaboration with VSPC.
c. Digital Advertising:VSPC logo placement in digital ads,various blues music
websites, City of Clearwater newsletters, and press releases.
iii. Event Onsite Benefits
a. Opportunity for one (1) 10' x 30' display spaces in a high traffic area or
ability to brand an existing area within the Event.
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b. Signage: VSPC to receive primary placement of banners and flags around
the seating bowl and vendor locations.
c. Sponsor/Lineup Boards: Primary logo placement on eight(8) double-sided
A-Frame boards placed onsite throughout the Event.
d. Videoboard Commercials:VSPC to receive a minimum of twelve (12)spots
throughout the Event.
e. Opportunity to provide Swag Bags for ticketed guests.
f. Opportunity to provide materials to artists and guests in the green room.
g. Opportunity to display VSPC-branded vehicles at the Event.
iv. Additional Benefits
a. Event to provide Tickets or Sponsor Passes for VSPC invited clients and
promotional use:
1. Twelve (12)VIP Passes per day.
2. Two (2) Captain's Krewe Package Tickets per day.
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