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HomeMy Public PortalAboutRE Development- CRA Jack Frost Winter Fest:Pt. City of Crestview Community Redevelopment Agency March 10, 2017 Mr. Kyle Verner RE Development, Inc. 6866 Caroline Street Milton, FL 32570 RE: Crestview 'Jack Frost Winter Fest Event held February 18, 2017 Dear Mr. Verner: This letter is to memorialize the outcome of the Jack Frost Winter Fest event held in the City of Crestview on February 18, 2017. As you know, the purpose of thq event was to promote the City of Crestview, establish Crestview as a destination for both locals and those living outside the City and generate funds to be used in the Crestview Community Redevelopment Area. As you are also aware, the event did not generate funding as forecast or anticipated: In light of that fact, this letter is to also serve to establish the repayment plan to the Crestview Community Redevelopment Agency (CRA) from your company to reimburse the CRA for its expenses incurred in promoting the event, -as such repayment is described in the Event Management Agreement entered into by RE Development, Inc. and the CRA, dated January 5, 2017. The CRA expenses incurred for the event total Twenty One Thousand One Hundred Sooty Seven Dollars and 24 cents (S21,167.24 ). The CRA w ill accept repayment of such expenses from RE Development at the rate of $ 1,512.00 per month for a period of twelve (14) months, interest free with payments beginning April 28, 2017. RE Development naay repay the amount earlier, at its own discretion. In addition, RE Development may choose to repay the amount from proceeds generated from future events, in the City of Crestview or other location, as RE Development deems appropriate. We thank you for your continued interest 'in the development of Crestview as a destination city and look forward to future projects between the City of Crestview, its CRA and RE Development. Please sign and return a copy of this letter to acknowledge your agreement of the foregoing payment arrangement. Sincerely, Joe locker President Crestview Community Redevelopment Agency I acknowlejl a and a to the repayment plan as described above. Kyle Ver, President RE Development, Inc. Dated: .37.2 7/zo / 2 � r akaloosa Gas Jack Frost Winterfest February 1Ot", 2017 Financial and Event Information Cash Sponsorships: Event CRA Cash Depo Total Event Funds Direct event support Others/non-cash $800 $7,500 Event Expenses: RE Development $ 7,000.00 Artificial Ice $11,591.24 RE Development- Event Insurance $ 6,775.00 Petermann Marketing $ 3,600.00 Petermann Sponsorship Banners $ 598.00 Total Cost that CRA Paid $29,564.24 Less Total Event Funds collected: Total Owed to CRA from Rid Development $21,167.24 Tw►o additional expenses not included in this final amount but paid directly by RE Development to Public Services/City of Crestview: .,.taste {Pro $375.00 Johnny of the Spot $750.+00 Total Reimbursement $1,125.00 EVENT MANAGEMENT AGREEMENT This Agreement (the "Agreement") is made and entered into this 5th day of January 2017, by and between RE Development Inc. a Florida corporation, ("Event Manager") and the City of Crestview Community Redevelopment Agency, a public body, corporate and politic ("CRA"). ACKNOWLEDGEMENTS WHEREAS, the City of Crestview Community Redevelopment Agency seeks to engage the Event Manager as an independent contractor, and not as an employee, to perform certain services for an event to be known as the Jack Frost Winter Fest (the "Event"), to be held in Crestview, Florida: NOW, THEREFORE, for and in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Event Manager and the CRA do hereby agree as follows: AGREEMENTS 1. Services: Event Manager's primary responsibility shall be to plan, direct and implement all aspects of the Jack Frost Winter Fest in accordance with the CRA directions, policies and procedures. Specifically, during the term of this Agreement, as set forth herein, the Event Manager shall, for the benefit of the CRA, provide the services set forth in Attachment "A" ("Services"), attached hereto, which is incorporated herein for all purposes. In connection therewith, Event Manager shall execute a Conflict of Interest and Disclosure Statement contemporaneously with the execution of this Agreement. 2. Term of Agreement: The term of this Agreement shall be effective from the date first set forth above through Feb 18,2017 , the scheduled date for completion of the Event ("Tenn"). However, the Event Manager's financial and certain other obligations noted herein shall continue in effect until such responsibilities have been completed. 3. Fees: As consideration for the Services provided hereunder by Event Manager, the CRA shall pay Event Manager a fee of Fifteen Thousand Dollars ("Fee"), which Fee will pay expenses as set forth in the Event budget, attached hereto as Attachment "B", which is incorporated herein for all purposes. The CRA shall pay the Fee to the Event Manager as follows: 0 Invoice 1: $7,000 due upon signing of the Agreement. 0 The remaining balance of the Fee will be due based upon total net profit of the Event. If the Event proceeds, after payment of all Event expenses exceeds $15,000, then the balance of the Fee in the amount of $8,000 will be due to the Event Manager. The profit from the Event, if any, after payment of all Event expenses and reimbursement of the Fee to the CRA will be split as follows: 40% to the CRA and 60% to the Event Manager. Should the Event not generate sufficient revenue, after payment of all Event expenses, to equal or exceed $15,000, Event Manager agrees to refund the originally invoiced portion of the Fee in the amount of $7,000, and Event Manager further agrees that the remaining portion of the Fee of $8,000 is no longer due or payable by the CRA to Event Manager. 4. Intentionally omitted. 5. Expenses: Only authorized expenses incurred in connection with the services provided by Event Manager hereunder and which are within the approved budget set forth in Attachment "B" ("Expenses"). Any Expenses exceeding such budgeted amounts must be pre -authorized, in writing, by the CRA. Event Manager must provide to the CRA, receipts satisfactory to the CRA for all Expenses incurred by Event Manager for which reimbursement is sought. 6. Invoices: Event Manager shall submit invoices to the CRA for Fees and the reasonable and authorized Expenses incurred by Event Manager described above, addressed to the CRA as described in Section 16, below. 7. Sponsorship: The CRA will secure sponsorship for the Event. Any proceeds received by the CRA for such Event sponsorship shall be proceeds for the use of the CRA for the payment of Event expenses. Sponsorship proceeds will serve to offset CRA Event expenses. If there are sponsorship fees exceeding all Event expenses, the proceeds will be added to the Event profit to be divided between Event Manager and CRA as described in Section 3, above. 8. Representations and Warranties: Event Manager represents and warrants that it is a Florida corporation. Event Manager further represents and warrants that all services performed under this Agreement will be of professional quality conforming to generally accepted industry practices. Services performed by Event Manager which are determined by the CRA, or the CRA's authorized agent, to be of less than professional quality shall, at the CRA's option, be corrected by Event Manager, at Event Manager's expense. Event Manager acknowledges and agrees that neither it nor any person performing services under this Agreement have been placed on a convicted vendor list for a public entity crime, in violation of Florida Statute Section 287.017. 9. Relationship of Parties: The parties to this Agreement are not joint venturers, partners, agents, nor representatives of each other, and such parties have no legal relationship other than as contracting parties to this Agreement. The Event Manager shall not act or represent or hold itself out as having authority to act as an agent or partner of the CRA or in any way bind or commit the CRA to any obligations, without the prior written consent of the CRA. 10. Insurance: Both parties to this Agreement have and will maintain general commercial liability insurance. The CRA will secure additional insurance to cover 2 the Event, the cost of which will be part of the CRA Event expenses to be paid before Event profits are divided between the parties. 11. Waiver: The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of any such provision, nor prevent such party thereafter from enforcing such provision or any other provision of the Agreement. The rights and remedies granted to both parties herein are cumulative and the election of one shall not constitute a waiver of such party's rights to assert all other legal remedies available under the circumstances. 12. Indemnification: The CRA agrees to indemnify and hold Event Manager harmless from and against any and all costs, losses or expenses, including reasonable attorneys' fees that Event Manager may incur by reason of any third -party claim or suit arising out of or in connection with the CRA's gross negligence or intentional misconduct relating to this Agreement. Event Manager agrees to indemnify and hold the CRA harmless from and against any and all costs, losses or expenses, including reasonable attorneys' fees, that the CRA may incur by reason of any and all claims, third -party claims or suit arising out of or in connection with Event Manager's performance of or failure to perform pursuant to this Agreement, as well as the negligence, gross negligence, or intentional misconduct of Event Manager, its employees, agents and representatives, contractors or subcontractors, including the employees and representatives of said contractors or subcontractors. Nothing in this Agreement is intended to waive the CRA or City of Crestview's rights of sovereign immunity under the Florida Constitution, common law or Florida Statute Section 768.28, as such may be amended from time to time. This Section shall survive the termination or expiration of this Agreement. 13. No Assignment: No party hereto may assign or transfer its rights or obligations arising under this Agreement, without the prior written consent of the other party hereto. This Agreement shall be binding upon and shall inure to the benefit of the respective permitted successors and assigns of the parties. 14. Authority: Each party hereto represents and warrants to the other that it has the authority to enter into this Agreement and that it is not a party to any other Agreement which prohibits it from entering into this Agreement or which renders any provision of this Agreement ineffective or unenforceable. 15. Governing Law and Forum: This Agreement and any dispute arising under or relating to it directly or indirectly shall be governed and interpreted under Florida State law, without giving effect to its conflict of law provisions. 16. Notice: Any notice by either party to the other under this Agreement shall be in writing and shall be addressed as set forth below, provided, however, that if either party shall have designated a different address by written notice to the other, then such notice shall be provided to the last address so designated. In the event that either party changes its mailing address, phone number, or fax number, such party shall provide the other party a five (5) day advance written notice of such change. 3 f If to the CRA, notice shall be addressed to: Brenda Smith, CRA Director City of Crestview Community Redevelopment Agency 198 N. Wilson Street Crestview, FL 32536 If to the Event Manager, notice shall be addressed to: Kyle Vernon, RE Development, 6866 Caroline St, Milton, FL 32570 17. Public Records: Event Manager agrees to comply with the Florida Statutes in Chapter 119 regarding public records, as applicable to this Agreement, specifically, Event Manager agrees to: A. Keep and maintain public records required by the CRA. B. Upon request from the CRA's custodian of public records, provide the CRA with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost as provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Term and following completion of the Agreement for records not transferred to the CRA. D. Upon completion of the Agreement, transfer, at no cost, to the CRA all public records in possession of the Event Manager. If the Event Manager transfers all public records to the CRA upon completion of the Agreement, the Event Manager shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Event Manager keeps and maintains public records upon completion of the Agreement, the Event Manager shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the CRA, upon request from the CRA's custodian of public records, in a format that is compatible with the information technology systems of the CRA. CRA reserves the right to unilaterally cancel this Agreement for Event Manager's refusal to allow public access to records when such access is required by law. IF THE EVENT MANAGER HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE EVENT MANAGER'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT 198 N. WILSON STREET, CRESTVIEW, FLORIDA. 18. Third Party Beneficiaries: This Agreement is for the sole benefit of the parties to this Agreement and their permitted successors and assigns. Nothing in this Agreement, either express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 19. Entire Agreement: This Agreement, with Attachments, supersedes any prior understandings or oral agreements between the parties regarding the subject matter hereof and constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof, and there are no agreements, understandings, representations or warranties among the parties other than those set forth herein. 20. Counterparts: This Agreement may be executed in counterparts, each of which will be deemed to be an original, and such counterparts will, together, constitute and be one and the same instrument. A signed copy of this Agreement delivered by telecopy, electronic transmission or other similar means will be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. IN WITNESS THEREOF, Event Manager and CRA have executed this Agreement as of the date shown above. "EVENT MANAGER" RE DEVELOPMENT, INC., a Florida corporation By: / Kyle Verner President "CRA„ /1, CITY OF CRESTVIEW COMMUNITY REDEVELOPMENT AGENCY, a public body, corporate and politic Jo locker Chair ATTEST: Brenda Smith CRA Director APPROVED AS TO FORM: By: Carol A. Leone, CRA Legal Counsel 5 ATTACHMENT "A" Scope of Services CRA of Crestview Florida RESPONSIBILITIES • Approve acquisition of all rental equipment • Secure permits with the appropriate government agencies • Create all ad placement, copy and design • Design, copy, layout and print posters, if appropriate • Produce and implement public relations plan and oversee press relations • Design event t-shirt • Determine and order appropriate number of t-shirts • Work with appropriate City agencies, including but not limited to city of Crestview, Parks Department, EMS, etc. EVENT MANAGEMENT COMPANY SERVICES REQUIRED For the Jack Frost WINTER FEST PRODUCTION A. Winter Festival Development, Operations, Production and Execution • Work with CRA of Crestview Florida staff to ensure the Winter Festival success • Communicate in a timely manner • Work with other stakeholders, including City agencies, where appropriate • Prepare and oversee event budget • Assist with creating and managing day of event programming design and decor • Coordinate and manage Pre Festival activities • Coordinate and supervise all aspects of Festivals set-up and event day • Source, select and manage all event vendors • Manage warehousing, shipping, inventory and transportation • Plan site and ground layouts and create maps • Hire labor and install/strike all Run/Walk day equipment and materials • Create and execute on -site staffing plan • Manage volunteers and hire and pay non-CRA of Crestview Florida event staff • Assist with recruiting and training of volunteers • Assist with recruiting event sponsors • Assist with coordinating and managing additional Festival services (AN, supplies, equipment, rentals, and staging) • Assist with management in the cleaning of Festival Grounds, if needed • Coordinate all event day programming • Assist in sourcing and hiring musical act(s), emcee, celebrities, speakers, and other talent • Assist with management of Winter Festival start programs • Create and manage all aspects of the family day • Engage food vendors • Develop stage program with local talent 6 Contract Exhibit B Addendum Breakdown of Dollars to RE Development In the Financial Breakdown (Exhibit) prepared by Brenda Smith of the Crestview CRA. The dollars allocated to RE Development are $15000.00. Those dollars are being used to execute the event in the follow areas. a. Musical Talent b. Sound and Lighting production c. Event Security d. Event staffing The income and profit for RE Development will be performance driven. We believe in our capabilities to execute and produce an event which people will enjoy and spend disposable dollars at. Our profit will come from the revenues created on the day of the event.