EVENTS SERVICES AGREEMENTEVENT SERVICES AGREEMENT
Clearwater Turkey Trot 2026 — 2028
This Event Services Agreement ("Agreement") is entered into this 20 day of May , 2026
("Effective Date") by and between BEST DAMN EVENTS, LLC, a Florida corporation, having a principal
business address at 10420 66th St. N Unit 3, Pinellas Park, FL 33782. ("BDE"), and the CITY OF
CLEARWATER, a Florida Municipality, having its principal business address 100 S. Myrtle Ave Clearwater,
FL 33756
("City") and together with BDE, the "Parties," and each, a "Party").
WHEREAS, The City is the owner of the Clearwater Turkey Trot ("Event");
WHEREAS, The City desires to utilize BDE's race production event services to organize, promote,
and conduct the Event and BDE agrees to provide such services to the City for the Event under the Event
Services Agreement (defined below) terms contained herein;
NOW THEREFORE, for good and valuable consideration, the adequacy and sufficiency of which
is hereby acknowledged, the Parties mutually agree to enter into this Agreement as follows:
1. Term of Agreement. This Agreement and the provisions hereof shall be in full force and effect for the
term of the Effective Date through November 30, 2028 unless terminated earlier pursuant to this
Agreement or extended as mutually agreed upon by the parties in writing (the "Term").
2. Compensation. In consideration of the production of the Clearwater Turkey Trot. Hereunder, the City
agrees to pay to BDE during the Term of this Agreement an annual event services fee ("Event Services
Fee") in the amounts recited in Attachment A attached hereto by the due date set forth therein.
3. Termination. The following termination rights are in addition to the termination rights that may be
provided elsewhere in this Agreement:
a. BDE shall have the right to terminate this Agreement by giving written notice to City in the event
that City does any of the following: (i) fails to make timely payment of the Event Services Fee (if
applicable) when due.
b. This Agreement may be terminated by either Party upon thirty (30) days prior written notice to the
other Party in the event of a breach of a material provision of this Agreement by the other Party,
which notice shall include a reasonable description of such breach, provided that, during such thirty
(30) day period, the breaching Party fails to cure such breach.
c. In the event this Agreement is terminated for any reason prior to completion of an Event or prior to
final reconciliation of Event revenues, all Gross Revenue collected in connection with the Event,
less any approved reimbursable expenses incurred prior to the effective date of termination and
any undisputed earned fees due to BDE under this Agreement, shall remain the property of the
City and shall be remitted to the City within fourteen (14) calendar days following the effective date
of termination. BDE shall provide the City with a final accounting of all revenues collected and
expenses incurred through the date of termination, including supporting backup documentation
reasonably acceptable to the City. Any disputed charges or expenses shall not delay the remittance
of undisputed funds to the City.
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4. Force Majeure. In the event either Party is prevented from performing any of the obligations or duties
required under this Agreement by reason of any event outside of such Party's control, including, without
limitation, labor disputes, fire, weather, volcano, explosion, flood, epidemic, acts of God, war or other
hostilities, strike, civil commotion, domestic or foreign governmental act, orders or regulations ("Force
Majeure Event"), then the obligations or duties of such Party during the period of such Force Majeure
Event, and for a reasonable time thereafter shall be suspended. If, due to a Force Majeure Event, the
Event is canceled and cannot reasonably be rescheduled 'or the Event is not held in its entirety, then
the City shall not be deemed to be in breach of this Agreement.
5. Notices. All notices, requests, demands, and other communications required or permitted hereunder
shall be in writing and shall be deemed to have been duly given if delivered by e-mail (with electronic
read receipt for delivery proof), hand delivered, by certified or registered mail, or by overnight delivery
service:
If to BDE:
Best Damn Events
10420 66th St. N Unit 3
Pinellas Park, FL 33782
Attention: Nick Zivolich - CEO
nick@bestdamnevents.com
If to City:
City of Clearwater
Kris Koch
100 S. Myrtle Ave
Clearwater, FL 33756
kris.koch@MyClearwater.com
6. Indemnification. Notwithstanding any insurance carried by either Party pursuant to this Agreement or
otherwise, each Party shall indemnify, defend, and hold the other Party harmless from all claims, loss,
damage or injury of any kind or character (including, without limitation, legal fees and costs of defense)
to any person or property arising from the performance of all terms and responsibilities under this
Agreement by the indemnifying Party, its agent, or employees, or caused by or arising from any act or
omission of the indemnifying Party, its agents, or employees.
7. No Warranties. Except as specifically provided in this Agreement, neither Party makes any
representation, warranty, or guarantee upon which the other Party hereto may rely. Neither Party
assumes any liability or obligation to the other Party by providing (or denying) any waiver, approval,
agreement, or suggestion to the other Party in connection with this Agreement. Notwithstanding the
intention of the Parties that neither BDE nor the City is obligated to grant any waiver or approval under
the provisions of this Agreement or under applicable law, if an obligation to grant any waiver or approval
exists or in the future should exist under applicable law, the sole remedy for the breach of any such
obligation shall be to seek specific performance of such obligation by a court of competent jurisdiction
and BDE or the City, as the case may be, shall have no liability for damages or other monetary relief.
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8. Limitation of Liability. Notwithstanding anything else in this Agreement or otherwise, in no event will
either Party be liable to the other or any other person or entity with respect to any subject matter of this
Agreement (including, without limitation, with respect to the license or any other rights granted by either
Party under this Agreement) under any contract, negligence, strict liability or other legal or equitable
theory for any (i) indirect, incidental, special or consequential damages, (ii) lost profits, lost business or
lost savings, (iii) interruption of business, or (iv) loss of goodwill. The foregoing limitation applies
regardless of whether the remedies provided for in this Agreement fail of their essential purpose and
even if either Party has been advised of the possibility or probability of any such damages.
9. Insurance. See Attachment B.
10. Headings. The section headings included in this Agreement are for convenience of reference only and
shall not affect or be utilized in construing or interpreting this Agreement.
11. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.
12. Agency and Revenue Facilitation Clause
a. Designation of Roles: The City of Clearwater ("City") is the sole owner and Principal of the
Clearwater Turkey Trot. Best Damn Events, LLC ("BDE") is contracted strictly as a facilitator and
contractor to provide production and registration management services.
b. Revenue Collection and Fiduciary Duty: All registration fees, donations, and associated event
proceeds (collectively, "Gross Revenue") processed through the RunSignup platform are the
exclusive property of the City from the moment of collection. Contractor (BDE) shall hold these
funds in a dedicated, segregated bank account in a fiduciary capacity for the benefit of the City.
c. Constructive Trust: At no time shall Gross Revenue be considered income, assets, or property of
Best Damn Events, LLC (BDE). Contractor (BDE) acts merely as a conduit for the movement of
funds from the registration platform to the City.
d. Compensation and Tax Reporting: Contractor's sole taxable income from this event is the fixed
facilitation fee of $38,750.
e. 1099-K Reporting: For tax purposes, the City's Federal Employer Identification Number (EIN) shall
be associated with the RunSignup payment account to ensure that any Form 1099-K issued by the
merchant processor is directed to the City as the Principal. (If RunSignup will not allow this, then
we will use the Best Damn Events, LLC EIN)
f. Contractor Reporting: Contractor will report only the $38,750 fee as gross receipts on its federal
and state tax returns.
g. Post -Event Reconciliation: Within 14 days following the conclusion of the event, Contractor
(BDE) shall provide a full accounting of all Gross Revenue. The Contractor (BDE) is authorized to
deduct its fixed fee of $38,750, plus any pre -approved (in writing) expenses, from the dedicated
account, after which the remaining balance shall be remitted to the City by check or ACH transfer.
Contract will supply backup documentation for all pre -approved expenditures.
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement and the attachments that are
herein incorporated, to be executed by their respective duly authorized officers, intending to be legally
bound hereby, as of the Effective Date.
BEST DAMN EVENTS, LLC
By:
Nick Zivolich
CEO, BDE
Date Signed: 5/20/26
CITY OF CLEARWATER
By:
Jennifer Poirrier
City Manager
Date Signed: 51 aal a..(p
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ATTACHMENT A
Event Services Terms
Subject to the terms and conditions set forth in the attached Agreement and in this Exhibit, the
Parties agree to the following terms and conditions with regard to the Event services to be provided by BDE
to City for the Event.
BDE Obligations in Providing Event Services to the City
1. Event Management: This flat fee covers all pre -event planning, municipal coordination, site visits, and
the professional services of our core leadership team.
Total Management Fee: $10,000
2. Operational Infrastructure & Equipment: Includes the use and deployment of BDE's locally staged
inventory. Any equipment that BDE has at its disposal will be available for use.
a. Course Assets: (cones, mile markers, and directional signage)
i. Includes Aid Stations (Water, Cups, Coolers, Trash Cans, Bags, Rakes, Aid Kits).
b. Finish Line & Festival Assets: (Start/Finish trusses, barricades, sound systems, weights,
coolers, and more).
Total Equipment Fee: $10,000
3. Registration Coordination & Athlete Services:
a. Registration Management: Oversight of athlete data and packet pickup logistics.
b. Athlete Services: Freshdesk Ticket System for Athlete emails
Total Registration & Athlete Services Fee: $5,000.
4. Specialized Labor & Crew: Covers the event crew required to manage course safety and site
infrastructure.
a. BDE Professional Event Crew
i. 2-3 Course Crew
ii. 5-6 Site Crew
iii. 2 Registration Crew
iv. 1 Emcee
v. Includes: Registration Coordinator, Race Director
Total Crew Fee: $7,500.
5. Timing Services: Covers the timing services & chips needed for the competitive 5K event up to 2,500*
athletes. Because we have not yet determined how many participants we will time, we will include this
as the base timing fee in the Annual Base Fee.
Total Fee: $6,250 for the first 2,500 chip -timed participants. + $2.50 per participant timed >2,500
a. BDE will work with the City to mutually agree upon what equipment is necessary to produce and
manage a successful event. BDE and the City will determine any event -related expenses that
must be provided by the the City, including but not limited to traffic and MOT plans, heavy
equipment, tent rentals, etc.
b. Unless otherwise specified herein, all employees and representatives of BDE providing the event
services hereunder to the City during the Term shall be deemed for all purposes (including
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compensation and employee benefits) to be employees or representatives solely of BDE and not
to be employees or representatives of the City or to be independent contractors thereof. In
performing their respective duties hereunder, all such employees or representatives of BDE shall
be under the direction, control and supervision of BDE and BDE shall have the sole right to
exercise all authority with respect to the employment (including termination of employment),
assignment and compensation of such employees and/or representatives, subject to compliance
with the terms and provisions contained in this Agreement including, without limitation, the
provision of the event services by BDE.
6. City Obligations to BDE: The City agrees to comply with the following undertakings and obligations
in its performance under this Agreement and as provided within this Exhibit; the failure of which to
comply with any one undertaking or obligation should constitute a material breach of this Agreement.
7. Event Services Fee — The City shall pay BDE an Event Services Fee in the amount stated below:
a. 2026 Event $38,750 + approved expenses*
*Will be deducted from the registration revenue from the 2026 Event
b. 2027 Event $38,750 + approved expenses*
*Will be deducted from the registration revenue from the 2027 Event
c. 2028 Event $38,750 + approved expenses*
*Will be deducted from the registration revenue from the 2028 Event
In the event the event registrations fall short, of the management fee, the City of Clearwater will
compensate for the balance.
Payments made payable to:
Best Damn Events LLC
10420 66th St. N Unit 3
Pinellas Park, FL 33782
Check or ACH is accepted.
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8. The City shall obtain, at its own expense, all required business registrations, certificates or qualifications
to do business in the state of the Event, business licenses, permits, sanctioning fees, and other
licenses, permits and other governmental approvals or permissions required to promote and conduct
the Event in the state, county, city and/or municipality where the Event will take place.
9. The City and BDE shall comply with all local, state and federal laws and regulations applicable to the
organization, promotion and occurrence of the Event. The City shall make all appropriate filings of
forms or other documents required by federal, state or local laws in connection with the Event. The
City shall be solely responsible for compliance with any and all federal, state or other tax information
reporting and withholding obligations (including, but not limited to, Federal Form 1099) with respect to
the prize monies or other amounts payable with respect to the Event.
10. The City shall provide for promotion and public relations coordination, advertising coordination, and
shall be responsible for securing sponsorships for the Event.
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11. The City shall provide sufficient volunteers and workers to assure a well -executed and safe Event and
arrange, at its own expense, for necessary local venues and facilities.
12. The City agrees that BDE and the event reserves the right to deny any athlete entry and/or participation
in the Event.
13. The City shall use the "Event Registration, Release and Waiver of Liability, and Assumption of Risk
and Indemnity Agreement" ("Athlete Agreement and Waiver") to be provided annually by BDE to the
City, or a form substantially similar that is valid under the applicable laws that apply to the Event, that
is approved by BDE in writing and that lists BDE by name as a party to be discharged, released and
indemnified from any and all claims relating to any Event. The Athlete Agreement and Waiver form
used by the City must be used in connection with the City's online and onsite registration of athletes for
each Event. The City shall keep all Athlete Agreement and Waivers for an Event for at least seven (7)
years after the date of such Event.
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ATTACHMENT B
INSURANCE REQUIREMENTS
The Contractor shall, at its own cost and expense, acquire and maintain (and cause any
subcontractors, representatives or agents to acquire and maintain) during the term with the City,
sufficient insurance to adequately protect the respective interest of the parties. Coverage shall be
obtained with a carrier having an AM Best Rating of A -VII or better. In addition, the City has the
right to review the Contractor's deductible or self-insured retention and to require that it be reduced
or eliminated.
Specifically the Contractor must carry the following minimum types and amounts of insurance on
an occurrence basis or in the case of coverage that cannot be obtained on an occurrence basis,
then coverage can be obtained on a claims -made basis with a minimum three (3) year tail following
the termination or expiration of this Agreement:
a. Commercial General Liability Insurance coverage, including but not limited to, premises
operations, products/completed operations, products liability, contractual liability, advertising
injury, personal injury, death, and property damage in the minimum amount of $1,000,000 (one
million dollars) per occurrence and $2,000,000 (two million dollars) general aggregate.
b. Commercial Automobile Liability Insurance coverage for any owned, non -owned, hired or
borrowed automobile is required in the minimum amount of $1,000,000 (one million dollars)
combined single limit.
c. Professional Liability/Malpractice/Errors or Omissions Insurance coverage appropriate
for the type of business engaged in by the Contractor with minimum limits of $1,000,000(one
million dollars) per occurrence. If a claims made form of coverage is provided, the retroactive
date of coverage shall be no later than the inception date of claims made coverage, unless
prior policy was extended indefinitely to cover prior acts. Coverage shall be extended beyond
the policy year either by a supplemental extended reporting period (ERP) of as great a duration
as available, and with no less coverage and with reinstated aggregate limits, or by requiring
that any new policy provide a retroactive date no later than the inception date of claims made
coverage. -
d. Unless waived by the State of Florida, statutory Workers'- Compensation Insurance coverage
in accordance with the laws of the State of Florida, and Employer's Liability Insurance in the
minimum amount of $500,000 (one hundred thousand dollars) each employee each accident,
$500,000 (one hundred thousand dollars) each employee by disease and $500,000 (five
hundred thousand dollars) aggregate by disease with benefits afforded under the laws of the
State of Florida. Coverage should include Voluntary Compensation, Jones Act, and U.S.
Longshoremen's and Harbor Worker's Act coverage where applicable. Coverage must be
applicable to employees, contractors, subcontractors, and volunteers, if any.
The above insurance limits may be achieved by a combination of primary and umbrella/excess
liability policies.
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Other Insurance Provisions.
a. Prior to the execution of this Agreement, and then annually upon the anniversary date(s) of the
insurance policy's renewal date(s) for as long as this Agreement remains in effect, the
Contractor will furnish the City with a Certificate of Insurance(s) (using appropriate ACORD
certificate, SIGNED by the Issuer, and with applicable endorsements) evidencing all of the
coverage set forth above and naming the City as an "Additional Insured." In addition when
requested in writing from the City, Contractor will provide the City with certified copies of all
applicable policies. The address where such certificates and certified policies shall be sent or
delivered is as follows:
City of Clearwater
Attn: Parks & Recreation Department
P.O. Box 4748
Clearwater, FL 33758-4748
b. Contractor shall provide thirty (30) days written notice of any cancellation, non -renewal,
termination, material change or reduction in coverage.
c. Contractor's insurance as outlined above shall be primary and non-contributory coverage for
Contractor's negligence.
d. Contractor reserves the right to appoint legal counsel to provide for the Contractor's defense,
for any and all claims that may arise related to Agreement, work performed under this
Agreement, or to Contractor's equipment, or service. Contractor agrees that the City shall not
be liable to reimburse Contractor for any legal fees or costs as a result of Contractor providing
its defense as contemplated herein.
The stipulated limits of coverage above shall not be construed as a limitation of any
potential liability to the City, and failure to request evidence of this insurance shall not be
construed as a waiver of Contractor's obligation to provide the insurance coverage
specified.
INDEMNIFICATION/LIABILITY:
a. To the fullest extent permitted by law, Contractor agrees to defend, indemnify, and hold the
City, its officers, agents, and employees, harmless from and against any and all liabilities,
demands, claims, suits, losses, damages, causes of action, fines or judgments, including costs,
attorneys', witnesses', and expert witnesses' fees, and expenses incident thereto, relating to,
arising out of, or resulting from: (i) the services provided by Contractor personnel under this
Agreement; (ii) any negligent acts, errors, mistakes or omissions by Contractor or Contractor
personnel; and (iii) Contractor or Contractor personnel's failure to comply with or fulfill the
obligations established by this Agreement.
b. Contractor will update the City during the course of the litigation to timely notify the City of any
issues that may involve the independent negligence of the City that is not covered by this
indemnification.
c. The City assumes no liability for actions of Contractor and will not indemnify or hold Contractor
or any third party harmless for claims based on this Agreement or use of Contractor -provided
supplies or services.
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