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Backup Documents 09/13-14/2011 Item #16F716F7 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. Original documents should be hand delivered to the Board Office. The completed routing slip and original documents are to be forwarded to the Board Office only after the BWd has taken action on the item.) ROUTING SLIP Complete routing lines #1 through #4 as appropriate for�dditiontal signatures, dates, and/or information needed. If the document is already complete with the exception of the Chairman's signature, draw a line through routing lines #I through #4, complete the checklist, and forward to Sue Filson (line #5). Route to Addressee(s) List in routing order Office Initials Date 1. Initial Applicable) 2. September 13, 2011 Agenda Item Numbe� 16 -F -7 3. Chairman, with the exception of most letters, must be reviewed and signed by the Office of the 4. Colleen M. Greene, ACA County Attorney Numb of Original 09/20/11 5. Ian Mitchell, BCC Executive Manager Board of County Commissioners Documents Attached 9At� t t 6. Minutes and Records Clerk of Court's Office PRIMARY CONTACT INFORMATION (The prirgary contact is the holder of the original document pending BCC approval. Normally the primary contact is the person who created/prepared the executive summary. Primary contact information is needed in the event one of the addressees above, including Sue Filson, need to contact staff for additional or missing information. All original documents needing the BCC Chairman's signature are to be delivered to the BCC office only after the BCC has acted to approve the item.) Name of Primary Staff Colleen M. Greene, ACA Phone Number 252 -8400 Contact Initial Applicable) Agenda Date Item was September 13, 2011 Agenda Item Numbe� 16 -F -7 Approved by the BCC Chairman, with the exception of most letters, must be reviewed and signed by the Office of the Type of Document Contract Amendments to 2011 Numb of Original 8 Attached I Tourism Agreements Documents Attached INSTRUCTIONS & CHECKLIST I: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05 «matter _number» / «document_number» Initial the Yes column or mark "N /A" in the Not Applicable column, whichever is appropriate. Yes N/A (Not Initial Applicable) 1. Original document has been signed/initialed for legal sufficiency. (All documents to be signed by the CMG Chairman, with the exception of most letters, must be reviewed and signed by the Office of the County Attorney. This incltides signature pages from ordinances, resolutions, etc. signed by the County Attorney's Office and signature pages from contracts, agreements, etc. that have been fully executed by all parties except the BCC Chairman and Clerk to the Board and possibly State Officials. 2. All handwritten strike - through and revisions have been initialed by the County Attorney's Office and N/A all other parties except the BCC Chairman and the Clerk to the Board 3. The Chairman's signature line date has been entered as the date of BCC approval of the document or CMG the final ne otiated contract date whichever is applicable. 4. "Sign here" tabs are placed on the appropriate pages indicating where the Chairman's signature and CMG initials are required. 5. In most cases (some contracts are an exception), the original document and this routing slip should be N/A provided to Ian Mitchell in the BCC office within 24 hours of BCC approval. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 67 The document was approved by the BCC on 09/13/11 and all changes made during the meeting CMG have been incorporated in the attached document. The County Attorney's Office has reviewed PM. the changes, if applicable. 7 Please return one executed copy to Colleen M. Greene, ACA CMG I: Forms/ County Forms/ BCC Forms/ Original Documents Routing Slip WWS Original 9.03.04, Revised 1.26.05, Revised 2.24.05 «matter _number» / «document_number» 16F7 ' MEMORANDUM Date: September 26, 2011 To: Lyn Wood, Purchasing Purchasing Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Contract #10 -5551 Amend #1 to the FY11 Tourist Development Tax Category B & C -2 Grant Agreement with Naples International Film Festival, Inc. Attached is an original copy of the agreement amendment referenced above (Item #16F7) approved by the Board of County Commissioners September 13, 2011. The Minutes & Records Department will hold the second original agreement in the Board's Official Record. If you have any questions please feel free to contact me at 252 -8406. Thank you. Attachment 16F7 EXHIBIT A -1 Contract Amendment #1 "2011 Tourism Agreement Between Collier County and Naples International Film Festival (NIFF, Inc.)" This amendment, dated , 2011 to the referenced agreement shall be by and between the parties to the original Agreement, Naples International Film Festival (NIFF, Inc.) (to be referred to as "Grantee ") and Collier County, Florida, (to be referred to as "County "). Statement of Understanding RE: Contract # 10 -5551 - "2011 Tourism Agreement Between Collier County and Naples International Film Festival (NIFF, Inc.)" In order to continue the services provided for in the original Contract document referenced above, the GRANTEE agrees to amend the above referenced Contract as per the Exhibit "A1 -A" attached to this Amendment and incorporated herein by reference. This Amendment shall extend the Agreement through November 30, 2011. All other terms and conditions of the agreement shall remain in force. IN WITNESS WHEREOF, the Grantee and the County have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date(s) indicated below. ATTEST: DWIGHT E BROOK, Clerk By: E• �' , Dated:'- a - Approved as to form- legal sufficiency - 0 vJ2 Assistant County Attorney WITNESSES: Printed/T d Name (2 — Printed/Typed Name Accepted: " 13 , 2011 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: W. (nik FRED W. COYLE, Chairman GRANTEE: Naples International Film Festival (MIFF, Inc.) .......... Printed/Typed Name Printed/Typed Title 16F7 f7 4 Exhibit AI -A 2011 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND NAPLES INTERNATIONAL FILM FESTIVAL, INC. THIS AGREEMENT is made and entered into this day of 12010, by and between NIFF, Inc., a Florida not - for - profit corporation, hereinafter referred to as "GRANTEE" and Collier County, a political subdivision of the State of Florida, hereinafter referred to as "COUNTY ". WHEREAS, the COUNTY has adopted a Tourist Development Plan (hereinafter referred to as "Plan") funded by proceeds from the Tourist Development Tax; and WHEREAS, the Plan provides that certain of the revenues generated by the Tourist Development Tax are to be allocated to promote and advertise tourism within the State of Florida, nationally and internationally which encourages tourism; and WHEREAS, GRANTEE has applied to the Tourist Development Council and the County to use Tourist Development Tax funds for community information services; and WHEREAS, The Collier County Board of County Commissioners has approved the funding request of the GRANTEE and the Chairman was authorized to execute the Tourism Agreement. NOW, THEREFORE, BASED UPON THE MUTUAL COVENANTS AND PREMISES PROVIDED HEREIN, AND OTHER VALUABLE CONSIDERATION, IT IS MUTUALLY AGREED AS FOLLOWS: 1. SCOPE OF WORK: (a) In accordance with the authorized expenditures as set forth in the Budget, attached hereto as Exhibit "F ", the GRANTEE shall expend the funds for the production the 2010 Naples International Film Festival (hereinafter "the Project "), . 1 16 F �/; 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Twenty Thousand Dollars ($20,000), with Fourteen Thousand Dollars ($14,000) expended in Fiscal Year 2010 and the balance in Fiscal Year 2011. GRANTEE shall be paid in accordance with fiscal procedures of the County for the expenditures incurred as described in Paragraph One (1) herein upon submittal of a Request for Funds on the form attached hereto as Exhibit "D" and made a part hereof, and shall submit -, copies of credit card receipts and statements and two -sided copies of cancelled checks, on —line bill pay transaction registers or other acceptable evidence of payment. original tear sheets of print ads showing publication name and date, affidavit of broadcast dates and times. screen shots of on -line ads showing date of capture, or samples of printed materials. to the Executive Director of the Naples, Marco, Everglades Convention and Visitors Bureau ( "CVB "), or his designee, for review and upon verification by letter from the GRANTEE that the services or work performed as described in the invoice have been completed or that the goods have been received and that all vendors have been paid. Should these documents be unavailable, the GRANTEE may submit other legally viable evidence of payment subject to review and approval by the Clerk's office. (b) The Tourism Director or his designee shall determine that the invoice payments are authorized and that the goods or services covered by such invoice[s] have been provided or performed in accordance with such authorization. The line item budget attached as Exhibit "F" shall constitute authorization for the expenditure[s] described in the invoice[s]. (c) All expenditures shall be made in conformity with this Agreement. (d) The COUNTY shall not pay GRANTEE until the Clerk of the Board of County Commissioners pre- audits all payment invoices in accordance with law. (e) GRANTEE shall be paid for its actual costs, not to exceed the total amount for any line item nor, the maximum amount budgeted pursuant to the attached "Exhibit F ". The amounts applicable to the various line items of Exhibit "F ", subject to the maximum total amount, may be increased or decreased by up to ten percent (10 %) at the discretion of GRANTEE. Adjustment in excess of ten percent (10 %) of any line item may be authorized by the County Manager or his designee. (f) Expenditures with publications, broadcast and brochure distribution with circulation or reach outside Collier County over 50% of the total will be acceptable for K 16F-/ reimbursement at full value based on a statement from the publisher, broadcaster or distributor attesting to that circulation percentage. (Q) Invoices for prepayment or for deposit on services will not be eligible for reimbursement. (h) Services or product must be delivered and paid for by GRANTEE between the effective dates of this agreement. (fi) All requests for reimbursement must be received prior to Steer November 30, 2011 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in Paragraph One (1) will be paid by COUNTY. (b) COUNTY agrees to pay eligible expenditures incurred between the effective date of this agreement and Septeffiber-November 30, 2011. (c) Any expenditures paid by COUNTY which are later deemed to be ineligible expenditures shall be repaid to COUNTY within thirty (30) days of COUNTY's written request to repay said funds. (d) COUNTY may request repayment of funds for a period of up to three (3) years after termination of this Agreement or any extension or renewal thereof. 4. INSURANCE: (a) GRANTEE shall submit a Certificate of Insurance naming Collier County Board of County Commissioners and the Tourist Development Council as additional insureds. (b) The certificate of insurance must be valid for the duration of this Agreement, and be issued by a company licensed in the State of Florida, and provide General Liability Insurance for no less than the following amounts: BODILY INJURY LIABILITY $300,000 each claim per person PROPERTY DAMAGE LIABILITY $300,000 each claim per person PERSONAL INJURY LIABILITY $300,000 each claim per person WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY — Statutory 16F7 #" (c) The Certificate of Insurance must be delivered to the Tourism Director, or his designee, with the executed Agreement. The GRANTEE shall not commence promotional or advertising activities which are to be funded pursuant to this Agreement until the Certificate of Insurance has been received by the COUNTY and the Agreement is fully executed. 5. REPORTING REQUIREMENTS: (a) GRANTEE shall provide to County a preliminary status report on the form attached hereto as Exhibit "A" within thirty (30) days of the effective date of the agreement. (b) GRANTEE shall provide to County a calendar quarterly interim status report on the form attached hereto as Exhibit "B" whether or not a Reauest for Funds is submitted. (c) GRANTEE shall provide to County a final status report on the form attached hereto as Exhibit "C" no later than Oetober3!November 30, 2011. (d) Each report shall identify the aneun4 spent, the "tiespeffafined, the- sefv=iees provided, the egenemie imigaet gefiefated by the QB604EE and the goods delivered sinee the 1pai4ing per -i economic impact generated by the GRANTEE through the use of the reports Exhibits A, B and C) which identify the amount spent, the duties performed, the services provided, and the goods delivered since the previous reporting period. (e) GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. (f) COUNTY may withhold any interim or final payments for failure of GRANTEE to provide the interim status report or final status report until the County receives the interim status report or final status report or other report acceptable to the Executive Director of the CVB. 6. CHOICE OF VENDORS AND FAIR DEALING: (a) GRANTEE may select vendors or subcontractors to provide services as described in Paragraph One (1). (b) COUNTY shall not be responsible for paying vendors and shall not be involved in the selection of subcontractors or vendors. (c) GRANTEE agrees to disclose any financial or other relationship between GRANTEE and any subcontractors or vendors, including, but not limited to, similar or related employees, agents, officers, directors and /or shareholders. 4 16F7 (d) COUNTY may, in its discretion, object to the reasonableness of expenditures and require payment if invoices have been paid under this Agreement for unreasonable expenditures. The reasonableness of the expenditures shall be based on industry standards. 7. INDEMNIFICATION: GRANTEE shall indemnify and hold harmless Collier County, its agents, officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the GRANTEE or anyone employed or utilized by the GRANTEE in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. 8. NOTICES: All notices from the COUNTY to the GRANTEE shall be in writing and deemed duly served if mailed by certified mail to the GRANTEE at the following address: Tim Rowe, President Naples International Film Festival, Inc. 720 Belair Court Naples, FL 34103 All notices from the GRANTEE to the COUNTY shall be in writing and deemed duly served if mailed by certified mail to the COUNTY to: Jack Wert, Executive Director Naples, Marco Island, Everglades CVB 2800 N. Horseshoe Drive Naples, Florida 34104 The GRANTEE and the COUNTY may change the above mailing address at any time upon giving the other party written notification pursuant to this Section. 9. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a partnership between the COUNTY and the GRANTEE, or its vendors or subcontractors, or to constitute the GRANTEE, or its vendors or subcontractors, as an agent or employee of the COUNTY. 5 16F7 10. COOPERATION: GRANTEE shall fully cooperate with the COUNTY in all matters pertaining to this Agreement and shall provide all information and documentation requested by the COUNTY from time to time pertaining to the use of any funds provided hereunder. 11. TERMINATION: (a) The COUNTY or the GRANTEE may cancel this Agreement with or without cause by giving thirty (30) days advance written notice of such termination specifying the effective date of termination. (b) If the COUNTY terminates this Agreement, the COUNTY will pay the GRANTEE for all expenditures or contractual obligations incurred by GRANTEE, with subcontractors and vendors, up to the effective date of the termination so long as such expenses are eligible. 12. GENERAL ACCOUNTING: GRANTEE is required to maintain complete and accurate accounting records. All revenue related to the Agreement must be recorded, and all expenditures must be incurred within the term of this Agreement. ourist 13. AVAILABILITY OF FUNDS: This agreement is subject to the availability of of Jurist tax funds are not avail written notice . at iscretion. reduce or eliminate fundin 4-314. AVAILABILITY OF RECORDS: GRANTEE shall maintain records, books, documents, papers and financial information pertaining to work performed under this Agreement for a period of three (3) years. GRANTEE agrees that the COUNTY, or any of its duly authorized representatives, shall, until the expiration of three (3) years after final payment under this Agreement, have access to, and the right to examine and photocopy any pertinent books, documents, papers, and records of GRANTEE involving any transactions related to this Agreement. A 16F7 4-415. PROHIBITION OF ASSIGNMENT: GRANTEE shall not assign, convey, or transfer in whole or in part its interest in this Agreement without the prior written consent of the COUNTY. 16 -5. TERM: This Agreement shall become effective on the date of approval by the oard of County Commissioners and shall remain effective until Septe ffil3er- November 30, 2011. If the project is not completed within the term of this agreement, all unreleased funds shall be retained by the COUNTY. Any extension of this Agreement beyond the original term in order to complete the Project must be at the express consent of the Collier County Board of County Commissioners. 176. The GRANTEE must request any extension of this term in writing at least sixty (60) days prior to the expiration of this Agreement, and the COUNTY may agree by amendment to this Agreement to extend the term for an additional one (1) year. 18 -7. EVALUATION OF TOURISM IMPACT: GRANTEE shall monitor and evaluate the tourism impact of the Project, explaining how the tourism impact was evaluated, providing a written report to the Tourism Director, or his designee, along with a final budget analysis by eta ' November 30, 2011. 19 -9. REQUIRED NOTATION: All promotional literature and all print, broadcast and line media advertising must prominently list Collier County and the Tourist Development as a source of funds to read "A cooperative effort funded by the Collier County Tourist and/or display the CVB logo with website address www.paradisecoast.com to qualify for reimbursement. 204-9. AMENDMENTS: This Agreement may only be amended by mutual written agreement of the parties, after review by the Collier County Tourist Development Council if warranted. 7 16F7 IN WITNESS WHEREOF, the GRANTEE and COUNTY have respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. ATTEST: DWIGHT E. BROCK, Clerk Approved as to form and legal sufficiency Assistant County Attorney WITNESSES: (1) Printed/Typed Name (2) Printed/Typed Name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA i FRED COYLE, Chairman GRANTEE: NIFF, INC. C Printed/Typed Name Printed/Typed Title EXHIBIT "A" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Preliminary Status Report TITLE: FAX: On an attached sheet, answer the following questions and attach it to your application. PRELIMINARY INFORMATION: Is this a first time project? If not, please give details of past projects. Do you anticipate using area hotels in support of your project? If so, what are the estimated hotel room nights generated by project? What is the estimated revenue generated by this project? What is the estimated number of participants expected to visit the project? If project planning is in progress, what has been done, what remains to be done, and are there any problems? If the project planning has not been started, why? List any planned out -of- county advertising, marketing, and /or public relations that will be used in support of the project. E 16F7 EXHIBIT "B" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Interim Status Report TITLE: W On an attached sheet, answer the following questions to identify the status of the project. Submit this report at least quarterly. INTERIM — These questions will identify the current status of the project. After the TDC staff reviews this Interim Status Report, if they feel you are behind schedule on the planning stages, they will make recommendations to help get the project stay on schedule. Has the planning of this project started? At what point are you at with the planning stage for this project? (Percent of completion) Will any hotels /motels be utilized to support this project? If so, how many hotel room nights will be utilized? What is the total dollar amount to date of matching contributions? What is the status of the advertising and promotion for this project? Have your submitted any advertisements or printed pieces to the TDC staff for approval? Please supply a sample and indicate the ad schedule. How has the public interest for this project been up to this point? 10 EXHIBIT "C" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: :20 LOU, I Final Status Report 1111111114 FAX: 16F7 On an attached sheet, answer the following questions for each element in your scope of work. Final — These questions should be answered for your final status report. Was this a first time project? If not, how many times has this event taken place? What hotels /motels were utilized to support the project and how many? What is the total economic impact and revenue generated for this event? Total expenses. (Have all vendors been paid ?) List the vendors that have been paid, if not, what invoices are still outstanding and why? What is the number of participants that visited the project? What is the percentage of the total participants from out of Collier County? What problems occurred if any during the project event? List any out -of- county- advertising, marketing, and /or public relations that was used to support the project and attach samples. How could the project been improved or expanded? 11 EXHIBIT "D" REQUEST FOR FUNDS COLLIER COUNTY TOURIST DEVELOPMENT COUNCIL EVENT NAM ORGANIZATION ADDRESS CONTACT PERSON TELEPHONE ( ) REQUEST PERIOD REQUEST# ( ) INTERIM REPORT TOTAL CONTRACT AMOUNT EXPENSE TOTALS FROM TO ( ) FINAL REPORT BUDGET REIMBURSEMENT REQUESTED 16F7 NOTE: Reimbursement of funds must stay within the confines of the Project Expenses outlined in your application and Scope of Services in your agreement. Copies of paid invoices, cancelled checks, tear sheets, printed samples or other backup information to substantiate payment must accompany request for funds. The following will not be accepted for payments: statements in place of invoices; checks or invoices not dated; tear sheets without date, company or organizations name. A tear sheet is required for each ad for each day or month of publication. A proof of an ad will not be accepted. For each additional request for payment subsequent ta the firet reques , Grantee is required to submit verification in writing that all subcontractors and vendors have been paid for work and materials previously performed or received prior to receipt of any further payments. If project budget has specific categories with set dollar limits, the Grantee is required to include a spreadsheet to show which category each invoice is being paid from and total of category before payment can be made to Grantee. Organizations receiving funding should take into consideration that it will take a maximum of 45 days for the County to process a check. Furnishing false information may constitute a violation of applicable State and Federal laws. CERTIFICATION OF FINANCIAL OFFICER: I certify that the above information is correct based on our official accounting system and records, consistently applied and maintained and that the cost shown have been made for the purpose of and in accordance with, the terms of the contract. The funds requested are for reimbursement of actual cost made during this time period. SIGNATURE TITLE 12 EXHIBIT "F" 2010 Naples International Film Festival, Inc. Project Budget Out of Collier County marketing and advertising expenses to include website and social media site ads. Up to $14,000 to be expended in Fiscal Year 2010 and the balance expended in Fiscal Year 2011 Total: 13 16F7 Funding — Not to Exceed $20,000 $20,000 16F7 MEMORANDUM Date: September 26, 2011 To: Lyn Wood, Purchasing Purchasing Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Contract #10 -5551 Amend #2 to the FY1I Tourist Development Tax Category B & C -2 Grant Agreements with Naples Botanical Garden, Inc., ArtsNaples World Festival, Inc. and Naples Arts Association, Inc. Attached are three original copies of the agreement amendments referenced above (Item #16F7) approved by the Board of County Commissioners September 13, 2011. The Minutes & Records Department will hold the second set of original amendment documents in the Board's Official Records. If you have any questions please feel free to contact me at 252 -8406. Thank you. Attachments 16F7 EXHIBIT A -2 Contract Amendment #2 2011 Tourism Agreement Between Collier County and Naples Botanical Garden, Inc." This amendment, dated f i *3 , 2011 to the referenced agreement shall be by and between the parties to the original Agreement, Naples Botanical Garden, Inc. (to be referred to as "Grantee ") and Collier County, Florida, (to be referred to as "County "). Statement of Understanding RE: Contract # 10 -5551 - "2011 Tourism Agreement Between Collier County and Naples Botanical Garden, Inc." In order to continue the services provided for in the original Contract document referenced above, the GRANTEE agrees to amend the above referenced Contract as per the Exhibit "A2 -A" attached to this Amendment and incorporated herein by reference. This Amendment shall extend the Agreement through November 30, 2011. All other terms and conditions of the agreement shall remain in force. IN WITNESS WHEREOF, the Grantee and the County have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date(s) indicated below. ATTEST':. ", DW10HT 13. BROCK. , 6erk By: Dated: Y Woo Approved as to form and legal sufficiency 0160,� Assistant County Attorney WITNESSES: C4I V-iS -Tk& L. $Q.IGN-roKJ Printed/Typed Name Printed/Typed Name Accepted: _ r_3 , 2011 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: W . (" L FRED W. COYLE, Chairman GRANTEE: Naples Botanical Garden, Inc. BY: / r PAR -lAN Ikot�Y Printed/Typed Name 1✓YZ-W- avG b1(ZW` 0V- Printed/Typed Title 16F7 11 F.Yhihit A%A 2011 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND NAPLES BOTANICAL GARDEN, INC. THIS AGREEMENT, is made and entered into this 1st day of October, 2010, by and between Naples Botanical Garden, Inc., a Florida not - for -profit corporation, hereinafter referred to as "GRANTEE" and Collier County, a political subdivision of the State of Florida, hereinafter referred to as "COUNTY" WHEREAS, the COUNTY has adopted a Tourist Development Plan (hereinafter referred to as "Plan") funded by proceeds from the Tourist Development Tax; and WHEREAS, the Collier County Tourism Ordinance provides that certain of the revenues generated by the Tourist Development Tax are to be allocated to acquire, construct, extend, enlarge, remodel, repair, improve, maintain, operate or promote museums owned and operated by not - for - profit organizations and open to the public; and WHEREAS, GRANTEE has applied to the Tourist Development Council and the County to use Tourist Development Tax funds for GRANTEE'S out of county marketing expenses; and WHEREAS, The Tourist Development Council has recommended funding for GRANTEE'S out of county market advertising. website enhancement and related marketing and promotional expenditures; and WHEREAS, the Board of County Commissioners has made a finding that GRANTEE qualifies as a museum; and WHEREAS, The Collier County Board of County Commissioners has approved the funding request of the GRANTEE and the Chairman was authorized to execute the Tourism Agreement. NOW, THEREFORE, BASED UPON THE MUTUAL COVENANTS AND PREMISES PROVIDED HEREIN, AND OTHER VALUABLE CONSIDERATION, IT IS MUTUALLY AGREED AS FOLLOWS: 16F7 1. SCOPE OF WORK: (a) In accordance with the authorized expenditures as set forth in the Budget, attached hereto as Exhibit "F ", the GRANTEE shall expend the funds for the promotion of GRANTEE'S marketing (hereinafter "the Project "), to include, but not be limited to: outside of Collier- .J number- of evemigl-A visitors to Collier- Geuiit�- 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Seventy -Five Thousand Dollars ($75,000). GRANTEE shall be paid in accordance with the fiscal procedures of the County for the expenditures incurred as described in Paragraph One (1) herein upon submittal of a Request for Funds on the form attached hereto as Exhibit "D" and made a part hereof, and shall submit vendor invoices -, copies of credit card receipts and statements and two - sided copies of cancelled checks, on —line bill pay transaction registers or other acceptable evidence of payment. original tear sheets of print ads showing publication name and date affidavit of broadcast dates and times, screen shots of on -line ads showing date of capture or samples of printed materials and VVriv of . aneelle U ehee' J Vl Vt 1{l evidence of + a an peff6-miaa to the Executive Director of the Naples, Marco, Everglades Convention and Visitors Bureau ( "CVB "), or his designee, for review and upon verification by letter from the GRANTEE that the services or work performed as described in the invoice have been completed or that the goods have been received and that all vendors have been paid. Should these documents be unavailable, the GRANTEE may submit other legally viable evidence of payment subject to review and approval by the Clerk's office. (b) The Executive Director of the CVB, or his designee, shall determine that the invoice payments are authorized and that the goods or services covered by such invoice[s] have been provided or performed in accordance with such authorization. The budget attached as Exhibit "F" shall constitute authorization for the expenditure[s] described in the invoice[s]. (c) All expenditures shall be made in conformity with this Agreement. (d) The COUNTY shall not pay GRANTEE until the Clerk of the Board of County Commissioners pre- audits all payment invoices in accordance with law. 16f7 (e) GRANTEE shall be paid for its actual costs, not to exceed the total amount for any line item nor the maximum amount budgeted pursuant to the attached "Exhibit F ". (f) Expenditures with publications, broadcast and brochure distribution with circulation or reach outside Collier Countv over 50% of the total will be acceptable for reimbursement at full value based on a statement from the publisher, broadcaster or distributor attesting to that circulation percentage. O Invoices for prepayment or for deposit on services will not be eligible for reimbursement. (h) Services or product must be delivered and paid for by GRANTEE between the effective dates of this agreement. (it) All requests for reimbursement must be received by Septexiber November 30, 2011 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in Paragraph One (1) will be paid by COUNTY. (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2010 and Septeffiber-November 30, 2011. (c) Any expenditures paid by COUNTY which are later deemed to be ineligible expenditures shall be repaid to COUNTY within thirty (30) days of COUNTY's written request to repay said funds. (d) COUNTY may request repayment of funds for a period of up to three (3) years after termination of this Agreement or any extension or renewal thereof. 4. INSURANCE: (a) GRANTEE shall submit a Certificate of Insurance naming the Collier County Board of County Commissioners and the Tourist Development Council as additional insureds. (b) The certificate of insurance must be valid for the duration of this Agreement, and be issued by a company licensed in the State of Florida, and provide General Liability Insurance for no less than the following amounts: 16F7 BODILY INJURY LIABILITY $300,000 each claim per person PROPERTY DAMAGE LIABILITY $300,000 each claim per person PERSONAL INJURY LIABILITY $300,000 each claim per person WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY - Statutory (c) The Certificate of Insurance must be delivered to the Executive Director of the CVB or his designee with copies of the Agreement executed by GRANTEE. The GRANTEE shall not commence promotional or advertising activities which are to be funded pursuant to this Agreement until the Certificate of Insurance has been received by the COUNTY and the Agreement is fully executed. 5. REPORTING REQUIREMENTS: (a) GRANTEE shall provide to County a preliminary status report on the form attached hereto as Exhibit "A" within thirty (30) days of the effective date of the agreement. (b) GRANTEE shall provide to County a calendar quarter4y interim status report on the form attached hereto as Exhibit `B "whether or not a Request for Funds is submitted. (c) GRANTEE shall provide to County a final status report on the form attached hereto as Exhibit "C" no later than October -I I ovember 30, 2011. (d) Each report shall identify the amen- spen��e dtAiesper-fefmed- -the ser-viees economic impact generated by the GRANTEE through the use of the reports (Exhibits "A ", "B" and "C ") which identify the amount spent the duties performed the services provided and the goods delivered since the previous reporting period (e) GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. (f) COUNTY may withhold any interim or final payments for failure of GRANTEE to provide the interim status report or final status report until the County receives the interim status report or final status report or other report acceptable to the Executive Director of the CVB. 16F7 (g) GRANTEE shall request that visitors to the Naples Botanical Gardens complete the visitor questionnaire attached to this Agreement as Exhibit "E ". All completed visitor questionnaires shall be maintained in accordance with Section 13 of this Agreement. 6. CHOICE OF VENDORS AND FAIR DEALING: (a) GRANTEE may select vendors or subcontractors to provide services as described in Paragraph One (1). (b) COUNTY shall not be responsible for paying vendors and shall not be involved in the selection of subcontractors or vendors. (c) GRANTEE agrees to disclose any financial or other relationship between GRANTEE and any subcontractors or vendors, including, but not limited to, similar or related employees, agents, officers, directors and/or shareholders. (d) COUNTY may, in its discretion, object to the reasonableness of expenditures and require payment if invoices have been paid under this Agreement for unreasonable expenditures. The reasonableness of the expenditures shall be based on industry standards. 7. INDEMNIFICATION: GRANTEE shall indemnify and hold harmless Collier County, its agents, officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the GRANTEE or anyone employed or utilized by the GRANTEE in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. 8. NOTICES: All notices from the COUNTY to the GRANTEE shall be in writing and deemed duly served if mailed by registered or certified mail to the GRANTEE at the following address: Brian Holley, Executive Director Naples Botanical Garden 4820 Bayshore Drive Naples, Florida 34112 16F7 All notices from the GRANTEE to the COUNTY shall be in writing and deemed duly served if mailed by registered or certified mail to the COUNTY to: Jack Wert, Executive Director Naples, Marco Island, Everglades CVB 2800 N. Horseshoe Drive Naples, Florida 34104 The GRANTEE and the COUNTY may change the above mailing address at any time upon giving the other party written notification pursuant to this Section. 9. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a partnership between the COUNTY and the GRANTEE, or its vendors or subcontractors, or to constitute the GRANTEE, or its vendors or subcontractors, as an agent or employee of the COUNTY. 10. COOPERATION: GRANTEE shall fully cooperate with the COUNTY in all matters pertaining to this Agreement and shall provide all information and documentation requested by the COUNTY from time to time pertaining to the use of any funds provided hereunder. 11. TERMINATION: (a) The COUNTY or the GRANTEE may cancel this Agreement with or without cause by giving thirty (30) days advance written notice of such termination specifying the effective date of termination. (b) If the COUNTY terminates this Agreement, the COUNTY will pay the GRANTEE for all expenditures or contractual obligations incurred by GRANTEE, with subcontractors and vendors, up to the effective date of the termination so long as such expenses are eligible. 12. GENERAL ACCOUNTING: GRANTEE is required to maintain complete and accurate accounting records. All revenue related to the Agreement must be recorded, and all expenditures must be incurred within the term of this Agreement. 16F7 0 13. AVAILABILITY OF FUNDS: This agreement is subject to the availability of Tourist Development Tax revenues. If for any reason tourist tax funds are not available to fund all or part of this agreement, the COUNTY may upon written notice, at any time during the term of this agreement, and at its sole discretion, reduce or eliminate funding under this agreement. 14. AVAILABILITY OF RECORDS: GRANTEE shall maintain records, books, documents, papers and financial information pertaining to work performed under this Agreement for a period of three (3) years. GRANTEE agrees that the COUNTY, or any of its duly authorized representatives, shall, until the expiration of three (3) years after final payment under this Agreement, have access to, and the right to examine and photocopy any pertinent books, documents, papers, and records of GRANTEE involving any transactions related to this Agreement. 15, PROHIBITION OF ASSIGNMENT: GRANTEE shall not assign, convey, or transfer in whole or in part its interest in this Agreement without the prior written consent of the COUNTY. 16. TERM: This Agreement shall become effective on October 1, 2010 and shall �emain effective for one year until S° =-November 30, 2011. If the project is not completed within the term of this agreement, all unreleased funds shall be retained by the COUNTY. Any extension of this agreement beyond the above date in order to complete the ((Project must be at the express consent of the Collier County Board of County Commissioners. 17. The GRANTEE must request any extension of this term in writing at least sixty (60) days prior to the expiration of this Agreement, and the COUNTY may agree by amendment to this Agreement to extend the term for an additional 90 days. 18. EVALUATION OF TOURISM IMPACT: GRANTEE shall monitor and evaluate the tourism impact of the Project, explaining how the tourism impact was evaluated, providing a written report to the Executive Director of the CVB or his designee, along with a final budget analysis by �'^*�November 30, 2011. 16F7 19. REQUIRED NOTATION: All promotional literature and al_ print, broadcast and -line media advertising must prominently list Collier County and the Tourist Development ouncil as a source of funds to read "A cooperative effort funded by the Collier County Tourist !velopment Tax ": and/or display the CVB logo and website address www.paradisecoast.com to qualify for reimbursement. 20. AMENDMENTS: This Agreement may only be amended by mutual written agreement of the parties, after review by the Collier County Tourist Development Council if warranted. 16F7 IN WITNESS WHEREOF, the GRANTEE and COUNTY have respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK, Clerk COLLIER COUNTY, FLORIDA 0 Approved as to form and legal sufficiency FRED W. COYLE, Chairman Assistant County Attorney WITNESSES: GRANTEE: (1) NAPLES BOTANICAL GARDEN, INC. Printed/Typed Name (2) Printed /Typed Name MM Printed/Typed Name Printed/Typed Title EXHIBIT "A" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Preliminary Status Report II #111111* FAX: 16F7 On an attached sheet, answer the following questions and attach it to your application. PRELIMINARY INFORMATION: Is this a first time project? If not, please give details of past projects. Do you anticipate using area hotels in support of your project? If so, what are the estimated hotel room nights generated by project? What is the estimated revenue generated by this project? What is the estimated number of participants expected to visit the project? If project planning is in progress, what has been done, what remains to be done, and are there any problems? If the project planning has not been started, why? List any planned out -of- county advertising, marketing, and /or public relations that will be used in support of the project. 16F7 EXHIBIT "B" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Interim Status Report TITLE: FAX: On an attached sheet, answer the following questions to identify the status of the project. Submit this report at least quarterly. INTERIM — These questions will identify the current status of the project. After the TDC staff reviews this Interim Status Report, if they feel you are behind schedule on the planning stages, they will make recommendations to help get the project stay on schedule. Has the planning of this project started? At what point are you at with the planning stage for this project? (Percent of completion) Will any hotels /motels be utilized to support this project? If so, how many hotel room nights will be utilized? What is the total dollar amount to date of matching contributions? What is the status of the advertising and promotion for this project? Have your submitted any advertisements or printed pieces to the TDC staff for approval? Please supply a sample and indicate the ad schedule. How has the public interest for this project been up to this point? 16F7 EXHIBIT "C" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Final Status Report TITLE: FAX: On an attached sheet, answer the following questions for each element in your scope of work. Final —These questions should be answered for your final status report. Was this a first time project? If not, how many times has this event taken place? What hotels /motels were utilized to support the project and how many? What is the total economic impact and revenue generated for this event? Total expenses. (Have all vendors been paid ?) List the vendors that have been paid, if not, what invoices are still outstanding and why? What is the number of participants that visited the project? What is the percentage of the total participants from out of Collier County? What problems occurred if any during the project event? List any out -of- county- advertising, marketing, and /or public relations that was used to support the project and attach samples. How could the project been improved or expanded? EXHIBIT "D" REQUEST FOR FUNDS COLLIER COUNTY TOURIST DEVELOPMENT COUNCIL EVENT NAM ORGANIZATION ADDRESS CONTACT PERSON TELEPHONE ( ) REQUEST PERIOD ( ) INTERIM REPORT FROM TO TOTAL CONTRACT AMOUNT $ TOTALS ( ) FINAL REPORT EXPENSE BUDGET REIMBURSEMENT REQUESTED REQUEST # 16F7 NOTE: Reimbursement of funds must stay within the confines of the Project Expenses outlined in your application. Copies of paid invoices, cancelled checks, tear sheets, printed samples or other backup information to substantiate payment must accompany request for funds. The following will not be accepted for payments: statements in place of invoices; checks or invoices not dated; tear sheets without date, company or organizations name. A tear sheet is required for each ad for each day or month of publication. A proof of an ad will not be accepted. Each addition2l- request for payment subsequent to the F FSt .e.... , Grantee is required to submit verification in writing that all subcontractors and vendors have been paid for work and materials previously performed or received prior to receipt of any further payments. If project budget has specific categories with set dollar limits, the Grantee is required to include a spreadsheet to show which category each invoice is being paid from and total of category before payment can be made to Grantee. Organizations receiving funding should take into consideration that it will take a maximum of 45 days for the County to process a check. Furnishing false information may constitute a violation of applicable State and Federal laws. CERTIFICATION OF FINANCIAL OFFICER: 1 certify that the above information is correct based on our official accounting system and records, consistently applied and maintained and that the cost shown have been made for the purpose of and in accordance with, the terms of the contract. The funds requested are for reimbursement of actual cost made during this time period. SIGNATURE TITLE 16F7 EXHIBIT "E" Naples sland Everglades PARADISE COAST VISITOR QUESTIONNAIRE Welcome to the Paradise Coast sm. Thank you for choosing this area for your visit. Please take a few minutes to complete the following questions so that we can better serve the needs of future visitors to Florida's Last Paradise sm. PLEASE REFER TO OUR PARADISE COAST BROCHURES FOR THE LOCATION OF ALL AREA ATTRACTIONS. NAME: ADDRESS: CITY ST ZIP DATE OF ARRIVAL: DATE OF DEPARTURE: WHERE ARE YOU HOTEL /RESORT FRIENDS /FAMILY CONDOMINIUM STAYING? NAME OF HOTEL AND CITY /AREA: NAME OF CONDOMINIUM /TIMESHARE: # OF ROOMS OCCUPIED x NUMBER OF NIGHTS STAYING IN COLLIER COUNTY = HOW DID YOU SELECT THE HOTEL /CONDOMINIUM? INTERNET ( ) YOUR CHOICE ( ) TRAVEL AGENT ( ) OTHER: NUMBER OF MEALS YOU & YOUR GROUP WILL EAT OUT: Number of people in your party = Number of days of your visit = Number of meals eaten out each day = PLANNED AREA ACTIVITIES: (Please circle all that apply) ARTS & CULTURE WATER SPORTS NATURE von Liebig Art Center Beaches Everglades Tour Naples Museum of Art Naples Pier County Parks Sugden Theatre Shelling National Park Naples Philharmonic Fishing State Parks Art Galleries Boating Corkscrew Swamp Other Kayaking Conservancy of SW FL Other Lake Trafford Other SHOPPING AND DINING Fifth Avenue South Third Street South Waterside Shops Venetian Bay Bayfront Tin City Prime Outlets Other SIGHTSEEING Lunch /Dinner Cruise/ Sunset Cruise City Trolley Tour Everglades Tour Segway Tour Dolphin Cruise Other FAMILY ATTRACTIONS Naples Zoo Naples Botanical Garden Fun 'n Sun Water Park Swamp Buggy Race Mini Golf King Richard's Fun Park Other RELAXATION & ENTERTAINMENT Golf Spa Shelling Seminole Casino Lounges & Clubs Music Other EXHIBIT "F" Naples Botanical Garden Project Budget 16F7 Funding — Not to Exceed Out of County Advertising and Marketing Expenses to include: Online Marketing and Regional Advertising Total: $75,000 16F7 EXHIBIT A -2 Contract Amendment #2 "2011 Tourism Agreement Between collier County and ArtsNaples World Festival, Inc." This amendment, dated _ S , 2011 to the referenced agreement shall be by and between the parties to the original Agreement, ArtsNaples World Festival, Inc. (to be referred to as "Grantee ") and Collier County, Florida, (to be referred to as "County "). Statement of Understanding RE: Contract # 10 -5551 - "2011 Tourism Agreement Between Collier County and ArtsNaples World Festival, Inc." In order to continue the services provided for in the original Contract document referenced above, the GRANTEE agrees to amend the above referenced Contract as per the Exhibit "A2 -A" attached to this Amendment and incorporated herein by reference. This Amendment shall extend the Agreement through November 30, 2011. All other terms and conditions of the agreement shall remain in force. IN WITNESS WHEREOF, the Grantee and the County have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date(s) indicated below. ATTEST,,, DWIGJ4T <E.13116Ci -; Clerk By. -C- Date - Approved as to form and legal sufficiency 0,tr6!22�7 Assistant County Attoriney Accepted: z� ; , 2011 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: W . FRED W. COYLE, Chairman WITNESSES: GRANTEE: - Nth.,!., ArtsNaples World Festival, Inc. Printed/Typed Name (2) BY: ,�� 1%l.�z ����� •_ i � �tZLI � � C K �� LTE2 Printed/Typed ame Printed/Typed Name I oAl2a PEFS -c 6UT Printed/Typed Title la ibF7 Exhibit A2 -A 2011 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND ARTSNAPLES WORLD FESTIVAL, INC. THIS AGREEMENT is made and entered into this 1st day of October, 2010, by and between ArtsNaples World Festival, Inc., a Florida not - for - profit corporation, hereinafter referred to as "GRANTEE" and Collier County, a political subdivision of the State of Florida, hereinafter referred to as "COUNTY'. WHEREAS, the COUNTY has adopted a Tourist Development Plan (hereinafter referred to as "Plan") funded by proceeds from the Tourist Development Tax; and WHEREAS, the Collier County Tourism Ordinance provides that certain of the revenues generated by the Tourist Development Tax are to be allocated to promote and advertise tourism within the State of Florida, nationally and internationally which encourages tourism; and WHEREAS, GRANTEE has applied to the Tourist Development Council and the County to use Tourist Development Tax funds to promote an international celebration of the arts festival; ONI WHEREAS, The Collier County Board of County Commissioners has approved the funding request of the GRANTEE and the Chairman was authorized to execute the Tourism Agreement. NOW, THEREFORE, BASED UPON THE MUTUAL COVENANTS AND PREMISES PROVIDED HEREIN, AND OTHER VALUABLE CONSIDERATION, IT IS MUTUALLY AGREED AS FOLLOWS: 1. SCOPE OF WORK: (a) In accordance with the authorized expenditures as set forth in the Budget, attached hereto as Exhibit "E ", the GRANTEE shall expend the funds for website development to promote the Naples World Festival (hereinafter "the Project "). 1 16F7 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Fifteen Thousand Dollars ($15,000). GRANTEE shall be paid in accordance with fiscal procedures of the County for the expenditures incurred as described in Paragraph One (1) herein upon submittal of a Request for Funds on the form attached hereto as Exhibit "D" and made a part hereof, and shall submit vendor -, copies of credit card receipts and statements and two -sided copies of cancelled checks, on —line bill pay transaction registers or other acceptable evidence of payment, original tear sheets of print ads showing publication name and date, affidavit of broadcast dates and times. screen shots of on -line ads showing date of capture. or samples of printed materials to the Executive Director of the Naples, Marco, Everglades Convention and Visitors Bureau ( "CVB "), or his designee, for review and upon verification by letter from the GRANTEE that the services or work performed as described in the invoice have been completed or that the goods have been received and that all vendors have been paid. Should these documents be unavailable, the GRANTEE may submit other legally viable evidence of payment subject to review and approval by the Clerk's office. (b) The Executive Director of the CVB or his designee shall determine that the invoice payments are authorized and that the goods or services covered by such invoice[s] have been provided or performed in accordance with such authorization. The budget attached as Exhibit "FE" shall constitute authorization for the expenditure[s] described in the invoice[s]. (c) All expenditures shall be made in conformity with this Agreement. (d) The COUNTY shall not pay GRANTEE until the Clerk of the Board of County Commissioners pre- audits all payment invoices in accordance with law. (e) GRANTEE shall be paid for its actual costs, not to exceed the maximum amount budgeted pursuant to the attached "Exhibit E ". -(fl Expenditures with publications, broadcast and brochure distribution with circulation or reach outside Collier County over 50% of the total will be acceptable for reimbursement at full value based on a statement from the publisher. broadcaster or distributor attesting to that circulation percentage. (g) Invoices for prepayment or for deposit on services will not be eligible for reimbursement. 2 16F7 (h) Services or product must be delivered and paid for by GRANTEE between the effective dates of this agreement. (f) All requests for reimbursement must be received prior to Se--tefi be November 30, 2011 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in Paragraph One (1) will be paid by COUNTY. (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2010 and -S epte iiber-November 30, 2011. (c) Any expenditures paid by COUNTY which are later deemed to be ineligible expenditures shall be repaid to COUNTY within thirty (3 )0) days of COUNTY's written request to repay said funds. (d) COUNTY may request repayment of funds for a period of up to three (3) years after termination of this Agreement or any extension or renewal thereof. 4. INSURANCE: (a) GRANTEE shall submit a Certificate of Insurance naming Collier County Board of County Commissioners and the Tourist Development Council as additional insureds. (b) The certificate of insurance must be valid for the duration of this Agreement, and be issued by a company licensed in the State of Florida, and provide General Liability Insurance for no less than the following amounts: BODILY INJURY LIABILITY $300,000 each claim per person PROPERTY DAMAGE LIABILITY $300,000 each claim per person PERSONAL INJURY LIABILITY $300,000 each claim per person WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY — Statutory (c) The Certificate of Insurance must be delivered to the Executive Director of the CVB, or his designee, with the executed Agreement. The GRANTEE shall not commence promotional or advertising activities which are to be funded pursuant to this Agreement until the Certificate of Insurance has been received by the COUNTY and the Agreement is fully executed. 3 5. REPORTING REQUIREMENTS: 1 6F7 (a) GRANTEE shall provide to County a preliminary status report on the form attached hereto as Exhibit "A" within thirty (3 )0) days of the effective date of the agreement. (b) GRANTEE shall provide to County a calendar quarterly interim status report on the form attached hereto as Exhibit `B" whether or not a Request for Funds is submitted. (c) GRANTEE shall provide to County a final status report on the form attached hereto as Exhibit "C" no later than November ')Qgeteber- 15, 2011. (d) Each report shall identify the amount spea#, the did4ies Pefemaed the seniees goods economic impact generated by the GRANTEE through the use of the reports (Exhibits "A ", "B" and "C ") which identify the amount spent, the duties performed, the services provided, and the goods delivered since the previous reporting period. (e) GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. (f) COUNTY may withhold any interim or final payments for failure of GRANTEE to provide the interim status report or final status report until the County receives the interim status report or final status report or other report acceptable to the Executive Director of the CVB. 6. CHOICE OF VENDORS AND FAIR DEALING: (a) GRANTEE may select vendors or subcontractors to provide services as described in Paragraph One (1). (b) COUNTY shall not be responsible for paying vendors and shall not be involved in the selection of subcontractors or vendors. (c) GRANTEE agrees to disclose any financial or other relationship between GRANTEE and any subcontractors or vendors, including, but not limited to, similar or related employees, agents, officers, directors and/or shareholders. (d) COUNTY may, in its discretion, object to the reasonableness of expenditures and require payment if invoices have been paid under this Agreement for unreasonable expenditures. The reasonableness of the expenditures shall be based on industry standards. 7. INDEMNIFICATION: 0 16F7 GRANTEE shall indemnify and hold harmless Collier County, its agents, officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the GRANTEE or anyone employed or utilized by the GRANTEE in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified parry or person described in this paragraph. 8. NOTICES: All notices from the COUNTY to the GRANTEE shall be in writing and deemed duly served if mailed by registered or certified mail to the GRANTEE at the following address: Merlin Lickhalter, President ArtsNaples World Festival, Inc. 6825 Grenadier Blvd. #1005 Naples, FL 34108 All notices from the GRANTEE to the COUNTY shall be in writing and deemed duly served if mailed by registered or certified mail to the COUNTY to: Jack Wert, Executive Director Naples, Marco Island, Everglades CVB 2800 N. Horseshoe Drive Naples, Florida 34104 The GRANTEE and the COUNTY may change the above mailing address at any time upon giving the other party written notification pursuant to this Section. 9. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a partnership between the COUNTY and the GRANTEE, or its vendors or subcontractors, or to constitute the GRANTEE, or its vendors or subcontractors, as an agent or employee of the COUNTY. 10. COOPERATION: GRANTEE shall fully cooperate with the COUNTY in all matters pertaining to this Agreement and shall provide all information and documentation requested by the COUNTY from time to time pertaining to the use of any funds provided hereunder. 5 16F7 11. TERMINATION: (a) The COUNTY or the GRANTEE may cancel this Agreement with or without cause by giving thirty (30) days advance written notice of such termination specifying the effective date of termination. (b) If the COUNTY terminates this Agreement, the COUNTY will pay the GRANTEE for all expenditures or contractual obligations incurred by GRANTEE, with subcontractors and vendors, up to the effective date of the termination so long as such expenses are eligible. 12. GENERAL ACCOUNTING: GRANTEE is required to maintain complete and accurate accounting records. All revenue related to the Agreement must be recorded, and all expenditures must be incurred within the term of this Agreement. 13. AVAILABILITY OF FUNDS: This agreement is subject to the availability of Tourist Development Tax revenues. If for any reason tourist tax funds are not available to fund all or part of this agreement, the COUNTY may upon written notice , at any time during the term of this agreement, and at its sole discretion, reduce or eliminate funding under this agreement. 14. AVAILABILITY OF RECORDS: GRANTEE shall maintain records, books, documents, papers and financial information pertaining to work performed under this Agreement for a period of three (3) years. GRANTEE agrees that the COUNTY, or any of its duly authorized representatives, shall, until the expiration of three (3) years after final payment under this Agreement, have access to, and the right to examine and photocopy any pertinent books, documents, papers, and records of GRANTEE involving any transactions related to this Agreement. 15. PROHIBITION OF ASSIGNMENT: GRANTEE shall not assign, convey, or transfer in whole or in part its interest in this Agreement without the prior written consent of the COUNTY. 16. TERM: This Agreement shall become effective on October 1, 2010 and shall Iremain effective for one year until November 30, 2011. If the project is not completed within the term of this agreement, all unreleased funds shall be retained by the COUNTY. Any 16F7 extension of this agreement beyond the e e r 1 ` yeaf *°above date in order to complete the ((Project must be at the express consent of the Collier County Board of County Commissioners. 17. The GRANTEE must request any extension of this term in writing at least sixty (60) days prior to the expiration of this Agreement, and the COUNTY may agree by amendment to this Agreement to extend the term for an additional 90 days. 18. EVALUATION OF TOURISM IMPACT: GRANTEE shall monitor and evaluate the tourism impact of the Project, explaining how the tourism impact was evaluated, providing a written report to the Executive Director of the CVB or his designee, along with a final budget lanalysis by °^*o�4November 30, 2011. 19. REQUIRED NOTATION: All promotional literature and all print, broadcast and advertising must prominently list Collier County -and the Tourist Development as a source of funds to read "A cooperative effort funded by the Collier County Tourist or display the CVB logo with website address www.paradisecoast.com to qualify for reimbursement. 20. AMENDMENTS: This Agreement may only be amended by mutual written agreement of the parties, after review by the Collier County Tourist Development Council if warranted. 7 16F7 IN WITNESS WHEREOF, the GRANTEE and COUNTY have respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. ATTEST: DWIGHT E. BROCK, Clerk Approved as to form and legal sufficiency Assistant County Attorney WITNESSES: (1) Printed/Typed Name (2) Printed/Typed Name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA FRED W. COYLE, Chairman GRANTEE: ARTSNAPLES WORLD FESTIVAL, INC. M. Printed/Typed Name Printed/Typed Title 16f7 EXHIBIT "A" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Preliminary Status Report TITLE: FAX: On an attached sheet, answer the following questions and attach it to your application. PRELIMINARY INFORMATION: Is this a first time project? If not, please give details of past projects. Do you anticipate using area hotels in support of your project? If so, what are the estimated hotel room nights generated by project? What is the estimated revenue generated by this project? What is the estimated number of participants expected to visit the project? If project planning is in progress, what has been done, what remains to be done, and are there any problems? If the project planning has not been started, why? List any planned out -of- county advertising, marketing, and /or public relations that will be used in support of the project. 9 16F7 EXHIBIT "B" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Interim Status Report TITLE: FAX: On an attached sheet, answer the following questions to identify the status of the project. Submit this report at least quarterly. INTERIM — These questions will identify the current status of the project. After the TDC staff reviews this Interim Status Report, if they feel you are behind schedule on the planning stages, they will make recommendations to help get the project stay on schedule. Has the planning of this project started? At what point are you at with the planning stage for this project? (Percent of completion) Will any hotels /motels be utilized to support this project? If so, how many hotel room nights will be utilized? What is the total dollar amount to date of matching contributions? What is the status of the advertising and promotion for this project? Have your submitted any advertisements or printed pieces to the TDC staff for approval? Please supply a sample and indicate the ad schedule. How has the public interest for this project been up to this point? 10 16F7 ' EXHIBIT "C" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Final Status Report TITLE: AM On an attached sheet, answer the following questions for each element in your scope of work. Final — These questions should be answered for your final status report. Was this a first time project? If not, how many times has this event taken place? What hotels /motels were utilized to support the project and how many? What is the total revenue generated for this event? Total expenses. (Have all vendors been paid ?) List the vendors that have been paid, if not, what invoices are still outstanding and why? What is the number of participants that visited the project? What is the percentage of the total participants from out of Collier County? What problems occurred if any during the project event? List any out -of- county- advertising, marketing, and /or public relations that was used to support the project and attach samples. How could the project been improved or expanded? 11 16F7 EXHIBIT "D" REQUEST FOR FUNDS COLLIER COUNTY TOURIST DEVELOPMENT COUNCIL EVENT NAME ORGANIZATION ADDRESS CONTACT PERSON_ REQUEST PERIOD REQUEST# ( ) INTERIM REPORT TELEPHONE ( FROM TO_ ( ) FINAL REPORT TOTAL CONTRACT AMOUNT $ EXPENSE BUDGET REIMBURSEMENT REQUESTED TOTALS NOTE: Reimbursement of funds must stay within the confines of the Project Expenses outlined in your application. Copies of paid invoices, cancelled checks, tear sheets, printed samples or other backup information to substantiate payment must accompany request for funds. The following will not be accepted for payments: statements in place of invoices; checks or invoices not dated; tear sheets without date, company or organizations name. A tear sheet is required for each ad for each day or month of publication. A proof of an ad will not be accepted. Each additional request for payment ,Grantee is required to submit verification in writing that all subcontractors and vendors have been paid for work and materials previously performed or received prior to receipt of any further payments. If project budget has specific categories with set dollar limits, the Grantee is required to include a spreadsheet to show which category each invoice is being paid from and total of category before payment can be made to Grantee. Organizations receiving funding should take into consideration that it will take a maximum of 45 days for the County to process a check. Furnishing false information may constitute a violation of applicable State and Federal laws. CERTIFICATION OF FINANCIAL OFFICER: I certify that the above information is correct based on our official accounting system and records, consistently applied and maintained and that the cost shown have been made for the purpose of and in accordance with, the terms of the contract. The funds requested are for reimbursement of actual cost made during this time period. SIGNATURE 12 TITLE « EXHIBIT E „ 16F7 ArtsNaples World Festival, Inc. Project Budget Funding - Not to Exceed Website development $15,000 Total: $15,000 13 16F7 EXiIIBIT A -2 Contract Amendment #2 "2011 Tourism Agreement Between Collier County and Naples Art Association, Inc." This amendment, dated Sa. j _� , 2011 to the referenced agreement shall be by and between the parties to the original Kgreement, Naples Art Association, Inc. (to be referred to as "Grantee ") and Collier County, Florida, (to be referred to as "County "). Statement of Understanding RE: Contract # 10 -5551 - "2011 Tourism Agreement Between Collier County and Naples Art Association, Inc." In order to continue the services provided for in the original Contract document referenced above, the GRANTEE agrees to amend the above referenced Contract as per the Exhibit "A2 -A" attached to this Amendment and incorporated herein by reference. This Amendment shall extend the Agreement through November 30, 2011. All other terms and conditions of the agreement shall remain in force. IN WITNESS WHEREOF, the Grantee and the County have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date(s) indicated below. ATTEST: ., DWIGHT E. BROCK -, Cle* By: • Dated: etpwtr�► w�. Approved as to form and legal sufficiency C�� � Assistant County Attorney 1./ I I►1 D _ 9 3 Cinw) &JlAr Printed/Typefd�Name/ (2) L� VCJ )?k Ll - ►s lr d,,tom Printed/Typed Name Accepted: c_ �-�-� ( , 2011 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By. W . FRED W. COYLE, Chairman GRANTEE: Naples Art Association, Inc. BY: � Printed/Typed Name Vie- _ /rL't'�C�T� Lt; G Printed/Typed Title 16F7 Exhibit A2 -A 2011 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND NAPLES ART ASSOCIATION, INC. d /b /a The von Liebig Art Center THIS AGREEMENT, is made and entered into this 1st day of October, 2010, by and between Naples Art Association, Inc. d/b /a The von Liebig Art Center a Florida not - for - profit corporation, hereinafter referred to as "GRANTEE" and Collier County, a political subdivision of the State of Florida, hereinafter referred to as "COUNTY" WHEREAS, the COUNTY has adopted a Tourist Development Plan (hereinafter referred to as "Plan") funded by proceeds from the Tourist Development Tax; and WHEREAS, the Collier County Tourism Ordinance provides that certain of the revenues generated by the Tourist Development Tax are to be allocated to acquire, construct, extend, enlarge, remodel, repair, improve, maintain, operate or promote museums owned and operated by not - for - profit organizations and open to the public; and WHEREAS, GRANTEE has applied to the Tourist Development Council and the County to use Tourist Development Tax funds for GRANTEE'S marketing expenses to promote exhibits and festivals to attract visitors and enhance the quality of life for area residents; and WHEREAS, The Tourist Development Council has recommended funding for GRANTEE'S-out of coun market advertising expenditures for the promotion of major off- season upcoming exhibitions, festivals and special events to attract visitors; and WHEREAS, the Board of County Commissioners has made a finding that GRANTEE qualifies as a museum; and WHEREAS, The Collier County Board of County Commissioners has approved the funding request of the GRANTEE and the Chairman was authorized to execute the Tourism Agreement. NOW, THEREFORE, BASED UPON THE MUTUAL COVENANTS AND PREMISES PROVIDED HEREIN, AND OTHER VALUABLE CONSIDERATION, IT IS MUTUALLY AGREED AS FOLLOWS: 16F7 'A 1. SCOPE OF WORK: (a) In accordance with the authorized expenditures as set forth in the Budget, attached hereto as Exhibit "F ", the GRANTEE shall expend the funds for the promotion of GRANTEE'S marketing (hereinafter "the Project "), to include, but not be limited to: 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Thirty-Seven Thousand and Five Hundred Dollars ($37,500). GRANTEE shall be paid in accordance with the fiscal procedures of the County for the expenditures incurred as described in Paragraph One (1) herein upon submittal of a Request for Funds on the form attached hereto as Exhibit "D" and made a part hereof, and shall submit vendor invoices —, copies of credit card receipts and statements and two -sided copies of cancelled checks on —line bill pay transaction registers or other acceptable evidence of payment, original tear sheets of print ads showing publication name and date, affidavit of broadcast dates and tunes, screen shots of on -line ads showing date of capture. or samples of printed materials and eepies of eaneelled cheeks of other evideflee paymepA and perfennanee to the Executive Director of the Naples, Marco, Everglades Convention and Visitors Bureau ( "CVB "), or his designee, for review and upon verification by letter from the GRANTEE that the services or work performed as described in the invoice have been completed or that the goods have been received and that all vendors have been paid. Should these documents be unavailable, the GRANTEE may submit other legally viable evidence of payment subject to review and approval by the Clerk's office. (b) The Executive Director of the CVB, or his designee, shall determine that the invoice payments are authorized and that the goods or services covered by such invoice[s] have been provided or performed in accordance with such authorization. The budget attached as Exhibit "F" shall constitute authorization for the expenditure[s] described in the invoice[s]. (c) All expenditures shall be made in conformity with this Agreement. 16F7 01 (d) The COUNTY shall not pay GRANTEE until the Clerk of the Board of County Commissioners pre- audits all payment invoices in accordance with law. (e) GRANTEE shall be paid for its actual costs, not to exceed the maximum amount budgeted pursuant to the attached "Exhibit F ". (f) Expenditures with publications. broadcast and brochure distribution with circulation or reach outside Collier Countv over 50% of the total will be acceptable for reimbursement at full value based on a statement from the publisher, broadcaster or distributor attesting to that circulation percentage. O Invoices for prepayment or for deposit on services will not be eligible for reimbursement. (h) Services or product must be delivered and paid for by GRANTEE between the effective dates of this agreement. (if) All requests for reimbursement must be received by Se November 30, 2011 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in Paragraph One (1) will be paid by COUNTY. (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2010 and November 30, 2011. (c) Any expenditures paid by COUNTY which are later deemed to be ineligible expenditures shall be repaid to COUNTY within thirty (30) days of COUNTY's written request to repay said funds. (d) COUNTY may request repayment of funds for a period of up to three (3) years after termination of this Agreement or any extension or renewal thereof. 4. INSURANCE: (a) GRANTEE shall submit a Certificate of Insurance naming the Collier County Board of County Commissioners and the Tourist Development Council as additional insureds. 16F7 (b) The certificate of insurance must be valid for the duration of this Agreement, and be issued by a company licensed in the State of Florida, and provide General Liability Insurance for no less than the following amounts: BODILY INJURY LIABILITY $300,000 each claim per person PROPERTY DAMAGE LIABILITY $300,000 each claim per person PERSONAL INJURY LIABILITY $300,000 each claim per person WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY — Statutory (c) The Certificate of Insurance must be delivered to the Executive Director of the CVB or his designee with copies of the Agreement executed by GRANTEE. The GRANTEE shall not commence promotional or advertising activities which are to be funded pursuant to this Agreement until the Certificate of Insurance has been received by the COUNTY and the Agreement is fully executed. 5. REPORTING REQUIREMENTS: (a) GRANTEE shall provide to County a preliminary status report on the form attached hereto as Exhibit "A" within thirty (30) days of the effective date of the agreement. (b) GRANTEE shall provide to County a calendar quarterly interim status report on the form attached hereto as Exhibit `B" whether or not a Request for Funds is submitted. (c) GRANTEE shall provide to County a final status report on the form attached hereto as Exhibit "C" no later than November 30n^*o5, 2011. (d) Each report shall identify the ametint spent, the duties per-fefined, the ° 1pet4ing pefi . economic impact generated by the GRANTEE through the use of the reports (Exhibits "A ", "B" and "C ") which identify the amount spent, the duties performed the services provided, and the goods delivered since the previous reporting period. (e) GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. (f) COUNTY may withhold any interim or final payments for failure of GRANTEE to provide the interim status report or final status report until the County receives the interim 16F7 status report or final status report or other report acceptable to the Executive Director of the CVB. (g) GRANTEE shall request that visitors to The von Liebig Art Center complete the visitor questionnaire attached to this Agreement as Exhibit "E ". All completed visitor questionnaires shall be maintained in accordance with Section 13 of this Agreement. 6. CHOICE OF VENDORS AND FAIR DEALING: (a) GRANTEE may select vendors or subcontractors to provide services as described in Paragraph One (1). (b) COUNTY shall not be responsible for paying vendors and shall not be involved in the selection of subcontractors or vendors. (c) GRANTEE agrees to disclose any financial or other relationship between GRANTEE and any subcontractors or vendors, including, but not limited to, similar or related employees, agents, officers, directors and/or shareholders. (d) COUNTY may, in its discretion, object to the reasonableness of expenditures and require payment if invoices have been paid under this Agreement for unreasonable expenditures. The reasonableness of the expenditures shall be based on industry standards. 7. INDEMNIFICATION: GRANTEE shall indemnify and hold harmless Collier County, its agents, officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the GRANTEE or anyone employed or utilized by the GRANTEE in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified parry or person described in this paragraph. 8. NOTICES: All notices from the COUNTY to the GRANTEE shall be in writing and deemed duly served if mailed by registered or certified mail to the GRANTEE at the following address: 16F7 Joel Kessler, Executive Director /CEO The von Liebig Art Center 585 Park Street Naples, Florida 34102 All notices from the GRANTEE to the COUNTY shall be in writing and deemed duly served if mailed by registered or certified mail to the COUNTY to: Jack Wert, Executive Director Naples, Marco Island, Everglades CVB 2800 N. Horseshoe Drive Naples, Florida 34104 The GRANTEE and the COUNTY may change the above mailing address at any time upon giving the other parry written notification pursuant to this Section. 9. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a partnership between the COUNTY and the GRANTEE, or its vendors or subcontractors, or to constitute the GRANTEE, or its vendors or subcontractors, as an agent or employee of the COUNTY. 10. COOPERATION: GRANTEE shall fully cooperate with the COUNTY in all matters pertaining to this Agreement and shall provide all information and documentation requested by the COUNTY from time to time pertaining to the use of any funds provided hereunder. 11. TERMINATION: (a) The COUNTY or the GRANTEE may cancel this Agreement with or without cause by giving thirty (30) days advance written notice of such termination specifying the effective date of termination. (b) If the COUNTY terminates this Agreement, the COUNTY will pay the GRANTEE for all expenditures or contractual obligations incurred by GRANTEE, with subcontractors and vendors, up to the effective date of the termination so long as such expenses are eligible. 16F7 12. GENERAL ACCOUNTING: GRANTEE is required to maintain complete and accurate accounting records. All revenue related to the Agreement must be recorded, and all expenditures must be incurred within the term of this Agreement. 13. AVAILABILITY OF FUNDS: This agreement is subject to the availability of Tourist Development Tax revenues. If for any reason tourist tax funds are not available to fund all or part of this agreement, the COUNTY may upon written notice, at any time during the term of this agreement, and at its sole discretion, reduce or eliminate funding under this agreement. 14. AVAILABILITY OF RECORDS: GRANTEE shall maintain records, books, documents, papers and financial information pertaining to work performed under this Agreement for a period of three (3) years. GRANTEE agrees that the COUNTY, or any of its duly authorized representatives, shall, until the expiration of three (3) years after final payment under this Agreement, have access to, and the right to examine and photocopy any pertinent books, documents, papers, and records of GRANTEE involving any transactions related to this Agreement. 15. PROHIBITION OF ASSIGNMENT: GRANTEE shall not assign, convey, or transfer in whole or in part its interest in this Agreement without the prior written consent of the COUNTY. 16. TERM: This Agreement shall become effective on October 1, 2010 and shall remain effective for one year until September- 30, 2011. If the project is not completed ((within the term of this agreement, all unreleased funds shall be retained by the COUNTY. Any extension of this agreement beyond the above date one (1) y°���in order to complete the (Project must be at the express consent of the Collier County Board of County Commissioners. 17. The GRANTEE must request any extension of this term in writing at least sixty (60) days prior to the expiration of this Agreement, and the COUNTY may agree by amendment to this Agreement to extend the term for an additional 90 days. rNt Purchasing Department 3327 Tamiami Trail East Naples, Florida 34112 Telephone: (239) 252 -2667 FAX: (239) 252-6593 Email: Lyn Wood collier o' ITE O.: 6 �' " \�'� (� DATE RECEIVED: r T 7 ILE NO.: 0 RO E3 t :j --f.. DO NOT WRITE ABOVE THIS LINE w Request for Legal Services Date: Se - r 14, 20 To: C teen M. ree C o y's Office ,C From: Lyn M. Wood, C.P.M, Procurement Strategist to Re: Amendment #2 to Contract # •5551 "2011 Tourism Agreement" Golisano Children's Museum of Naples, Inc. IS ` not BACKGROUND OF REQUEST: ov,- 'ce►' tit This contract was approved by the BCC on September 13, 2011; Agenda Item 16.F.7 This item has not been previously submitted. PZ+AX," -tD n woad ACTION REQUESTED: Cffl 65 Contract amendment review and approval. P15 G105 OTHER COMMENTS: Sk�1 [1 Please forward to BCC for signature after approval. If there are any questions concerning the document, please contact me at the telephone number or email address above. Purchasing would appreciate notification when the documents exit your office. n z� , J C: Jack Wert, Tourism ( ,� ' �( 37 -- �v G /Acquisitions /AgentFormsand Letters /RiskMgmtReviewoflnsurance4 /15/2010/16/09 MEMORANDUM Date: September 27, 2011 To: Lyn Wood, Contract Specialist Purchasing Department From: Teresa Polaski, Deputy Clerk Minutes and Records Department Re: Amendment #2 to Contract #11 -5551 "2011 Tourism Agreement" Contractor: Golisano Children's Museum of Naples, Inc. Attached is one (1) original contract, referenced above (Item #16F7) approved by the Board of County Commissioners on Tuesday, September 13, 2011. The original has been kept by the Minutes and Records Department to be kept as part of the Boards Official Records. If you should have any questions please contact me at 252- 78411. Thank you. 16Fi 16F7 EXHIBIT A -2 Contract Amendment #2 "2011 Tourism Agreement Between Collier County and Golisano Children's Museum of Naples, Inc. This amendment, dated 'S,-,-� ( a) , 2011 to the referenced agreement shall be by and between the parties to the original Agreement, Golisano Children's Museum of Naples, Inc. (to be referred to as "Grantee ") and Collier County, Florida, (to be referred to as "County "). Statement of Understanding RE: Contract # 10 -5551 - "2011 Tourism Agreement Between Collier County and Golisano Children's Museum of Naples, Inc." In order to continue the services provided for in the original Contract document referenced above, the GRANTEE agrees to amend the above referenced Contract as per the Exhibit "A2 -A" attached to this Amendment and incorporated herein by reference. This Amendment shall extend the Agreement through November 30, 2011. All other terms and conditions of the agreement shall remain in force. IN WITNESS WHEREOF, the Grantee and the County have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date(s) indicated below. ATTEST: f DWIGd-�-ft—.' ft'' Accepted: ja A t 3S , 2011 BOARD OF COUNTY COMMISSIONERS K, Clerk COLLIEZ C UNTY, FLORIDA cx W B y. . � FRED W. COYLE, Chairman Approved as to form and legal sufficiency C�le'kJC�� Assistant County Attorney i NO Printed /Typed Name (2 1a� lQ 1 �C YV�L16� 4� Printed/Typed Name GRANTEE: Golisano Children's Museum of Naples, Inc. Printed /Typed Name Printed /Typed Title A ;prda C) (,J 0 D610 DatAcAfa—�t �" 16F7 Exhibit A2 -A 2011 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND THE GOLISANO CHILDREN'S MUSEUM OF NAPLES, INC. THIS AGREEMENT, is made and entered into this 1 st day of October, 2010, by and between the Golisano Children's Museum of Naples, Inc., a Florida not - for - profit corporation, hereinafter referred to as "GRANTEE" and Collier County, a political subdivision of the State of Florida, hereinafter referred to as "COUNTY" WHEREAS, the COUNTY has adopted a Tourist Development Plan (hereinafter referred to as "Plan") funded by proceeds from the Tourist Development Tax; and WHEREAS, the Collier County Tourism Ordinance provides that certain of the revenues generated by the Tourist Development Tax are to be allocated to acquire, construct, extend, enlarge, remodel, repair, improve, maintain, operate or promote museums owned and operated by not - for - profit organizations and open to the public; and WHEREAS, GRANTEE has applied to the Tourist Development Council and the County to use Tourist Development Tax funds for GRANTEE'S out of county marketing expenses; and WHEREAS, The Tourist Development Council has recommended funding for the GRANTEE'S out of county marketing, advertising and promotional expenditures; and WHEREAS, the Board of County Commissioners has made a fmding that GRANTEE qualifies as a museum; and WHEREAS, The Collier County Board of County Commissioners has approved the funding request of the GRANTEE and the Chairman was authorized to execute the Tourism Agreement. NOW, THEREFORE, BASED UPON THE MUTUAL COVENANTS AND PREMISES PROVIDED HEREIN, AND OTHER VALUABLE CONSIDERATION, IT IS MUTUALLY AGREED AS FOLLOWS: 1. SCOPE OF WORK: 16F7 (a) In accordance with the authorized expenditures as set forth in the Budget, attached hereto as Exhibit "F ", the GRANTEE shall expend the funds for the promotion of GRANTEE'S Grand Opening (hereinafter "the Project "), to include, but not be limited to: < >u va.>rr distributed outside of Collier- County to iner-ease the number- of evenlight visitors to 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of One Hundred Thousand Dollars ($100,000). GRANTEE shall be paid in accordance with the fiscal procedures of the County for the expenditures incurred as described in Paragraph One (1) herein upon submittal of a Request for Funds on the form attached hereto as Exhibit "D" and made a part hereof, and shall submit vendor -, copies of credit card receipts and statements and two -sided copies of cancelled checks on -line bill pay transaction registers or other acceptable evidence of payment. original tear sheets of print ads showing publication name and date affidavit of broadcast dates and times, screen shots of on -line ads showing date of capture or samples of printed materials invaiees and eepies ef eaiieelled heek other- ide ° e f i4 �a pelf rme- . °° to the Executive Director of the Naples, Marco, Everglades Convention and Visitors Bureau ( "CVB "), or his designee, for review and upon verification by letter from the GRANTEE that the services or work performed as described in the invoice have been completed or that the goods have been received and that all vendors have been paid. Should these documents be unavailable, the GRANTEE may submit other legally viable evidence of payment subject to review and gp roval by the Clerk's office. (b) The Executive Director of the CVB, or his designee, shall determine that the invoice payments are authorized and that the goods or services covered by such invoice[s] have been provided or performed in accordance with such authorization. The budget attached as Exhibit "F" shall constitute authorization for the expenditure[s] described in the invoice[s]. (c) All expenditures shall be made in conformity with this Agreement. (d) The COUNTY shall not pay GRANTEE until the Clerk of the Board of County Commissioners pre- audits all payment invoices in accordance with law. 16F7 (e) GRANTEE shall be paid for its actual costs, not to exceed the for maximum amount budgeted pursuant to the attached "Exhibit F ". —(f) Expenditures with publications. broadcast and brochure distribution with circulation or reach outside Collier County over 50% of the total will be acceptable for reimbursement at full value based on a statement from the publisher, broadcaster or distributor attesting to that circulation percentage. (2) Invoices for payment or for deposit on services will not be eligible for reimbursement. (h) Services or product must be delivered and paid for by GRANTEE between the effective dates of this agreement. (if) All requests for reimbursement must be received by c°r* b°r November 30, 2011 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in Paragraph One (1) will be paid by COUNTY. (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2010 and Seer- November 30, 2011. (c) Any expenditures paid by COUNTY which are later deemed to be ineligible expenditures shall be repaid to COUNTY within thirty (30) days of COUNTY'S written request to repay said funds. (d) COUNTY may request repayment of funds for a period of up to three (3) years after termination of this Agreement or any extension or renewal thereof. 4. INSURANCE: (a) GRANTEE shall submit a Certificate of Insurance naming the Collier County Board of County Commissioners and the Tourist Development Council as additional insureds. (b) The certificate of insurance must be valid for the duration of this Agreement, and be issued by a company licensed in the State of Florida, and provide General Liability Insurance for no less than the following amounts: 16Fi BODILY INJURY LIABILITY $300,000 each claim per person PROPERTY DAMAGE LIABILITY $300,000 each claim per person PERSONAL INJURY LIABILITY $300,000 each claim per person WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY — Statutory (c) The Certificate of Insurance must be delivered to the Executive Director of the CVB or his designee with copies of the Agreement executed by GRANTEE. The GRANTEE shall not commence promotional or advertising activities which are to be funded pursuant to this Agreement until the Certificate of Insurance has been received by the COUNTY and the Agreement is fully executed. 5. REPORTING REQUIREMENTS: (a) GRANTEE shall provide to County a preliminary status report on the form attached hereto as Exhibit "A" within thirty (30) days of the effective date of the agreement. (b) GRANTEE shall provide to County a calendar quarter�yy interim status report on the form attached hereto as Exhibit `B" whether or not a Request for Funds is submitted. (c) GRANTEE shall provide to County a final status report on the form attached hereto as Exhibit "C" no later than November 30L'^*o 15, 2011. (d) Each report shall identify the amount spent, the a ies pe4 f ed, the economic im ap ct generated by the GRANTEE through the use of the reports (Exhibits "A ", "B" and "C ") which identify the amount spent the duties performed the services provided, and the goods delivered since the previous reporting period (e) GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. (f) COUNTY may withhold any interim or final payments for failure of GRANTEE to provide the interim status report or final status report until the County receives the interim status report or final status report or other report acceptable to the Executive Director of the CVB. 16F7 (g) GRANTEE shall request that visitors to the the Golisano Children's Museum of Naples complete the visitor questionnaire attached to this Agreement as Exhibit "E ". All completed visitor questionnaires shall be maintained in accordance with Section 13 of this Agreement. 6. CHOICE OF VENDORS AND FAIR DEALING: (a) GRANTEE may select vendors or subcontractors to provide services as described in Paragraph One (1). (b) COUNTY shall not be responsible for paying vendors and shall not be involved in the selection of subcontractors or vendors. (c) GRANTEE agrees to disclose any financial or other relationship between GRANTEE and any subcontractors or vendors, including, but not limited to, similar or related employees, agents, officers, directors and/or shareholders. (d) COUNTY may, in its discretion, object to the reasonableness of expenditures and require payment if invoices have been paid under this Agreement for unreasonable expenditures. The reasonableness of the expenditures shall be based on industry standards. 7. INDEMNIFICATION: GRANTEE shall indemnify and hold harmless Collier County, its agents, officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the GRANTEE or anyone employed or utilized by the GRANTEE in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. 8. NOTICES: All notices from the COUNTY to the GRANTEE shall be in writing and deemed duly served if mailed by registered or certified mail to the GRANTEE at the following address: 16F7 Joe Cox, Executive Director Golisano Children's Museum of Naples, Inc. P.O. Box 2423 Naples, Florida 34106 All notices from the GRANTEE to the COUNTY shall be in writing and deemed duly served if mailed by registered or certified mail to the COUNTY to: Jack Wert, Executive Director Naples, Marco Island, Everglades CVB 2800 N. Horseshoe Drive Naples, Florida 34104 The GRANTEE and the COUNTY may change the above mailing address at any time upon giving the other parry written notification pursuant to this Section. 9. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a partnership between the COUNTY and the GRANTEE, or its vendors or subcontractors, or to constitute the GRANTEE, or its vendors or subcontractors, as an agent or employee of the COUNTY. 10. COOPERATION: GRANTEE shall fully cooperate with the COUNTY in all matters pertaining to this Agreement and shall provide all information and documentation requested by the COUNTY from time to time pertaining to the use of any funds provided hereunder. 11. TERMINATION: (a) The COUNTY or the GRANTEE may cancel this Agreement with or without cause by giving thirty (30) days advance written notice of such termination specifying the effective date of termination. (b) If the COUNTY terminates this Agreement, the COUNTY will pay the GRANTEE for all expenditures or contractual obligations incurred by GRANTEE, with subcontractors and vendors, up to the effective date of the termination so long as such expenses are eligible. 16Fj 12. GENERAL ACCOUNTING: GRANTEE is required to maintain complete and accurate accounting records. All revenue related to the Agreement must be recorded, and all expenditures must be incurred within the term of this Agreement. 13. AVAILABILITY OF FUNDS: This agreement is subject to the availability of Tourist Development Tax revenues. If for any reason tourist tax funds are not available to fund all or part of this agreement, the COUNTY may upon written notice , at any time during the term of this agreement, and at its sole discretion, reduce or eliminate funding under this agreement. 14. AVAILABILITY OF RECORDS: GRANTEE shall maintain records, books, documents, papers and financial information pertaining to work performed under this Agreement for a period of three (3) years. GRANTEE agrees that the COUNTY, or any of its duly authorized representatives, shall, until the expiration of three (3) years after final payment under this Agreement, have access to, and the right to examine and photocopy any pertinent books, documents, papers, and records of GRANTEE involving any transactions related to this Agreement. 15. PROHIBITION OF ASSIGNMENT: GRANTEE shall not assign, convey, or transfer in whole or in part its interest in this Agreement without the prior written consent of the COUNTY. 16. TERM: This Agreement shall become effective on October 1, 2010 and shall (remain effective for one year until Septemlef7November 30, 2011. If the project is not completed within the term of this agreement, all unreleased funds shall be retained by the COUNTY. Any extension of this agreement beyond the ene (1) year- tef date above in order to complete the ((Project must be at the express consent of the Collier County Board of County Commissioners. 17. The GRANTEE must request any extension of this term in writing at least sixty (60) days prior to the expiration of this Agreement, and the COUNTY may agree by amendment to this Agreement-to extend the term for an additional 90 days. 16F7 18. EVALUATION OF TOURISM IMPACT: GRANTEE shall monitor and evaluate the tourism impact of the Project, explaining how the tourism impact was evaluated, providing a written report to the Executive Director of the CVB or his designee, along with a final budget �nalysis by r'^�f-14November 30, 2011. 19. REQUIRED NOTATION: All promotional literature and all print, broadcase and nedia advertising must prominently list Collier County and the Tourist Development as a source of funds and display the - -CALB lege and webs4e- addfese te- quad}fy, : "A cooperative effort by the and website address, www.paradisecoast.com" 20. AMENDMENTS: This Agreement may only be amended by mutual written agreement of the parties, after review by the Collier County Tourist Development Council if warranted. 16F7 IN WITNESS WHEREOF, the GRANTEE and COUNTY have respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above W1 ATTEST: DWIGHT E. BROCK, Clerk Approved as to form and legal sufficiency Assistant County Attorney WITNESSES: I (l) Printed/Typed Name (2) Printed /Typed Name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA FRED W. COYLE, Chairman GRANTEE: GOLISANO CHILDREN'S MUSEUM OF NAPLES, INC. Printed/Typed Name Printed/Typed Title EXHOrT �A» 16F7 Collier CountyTourist Development Council EVENT NAME: I1,44l01di- _ OF ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Preliminary Status Report TITLE: 11_`:E On an attached sheet, answer the following Questions and attach it to your application. PRELIMINARY INFORMATION: Is this a first time project? If not, please give details of past projects. Do you anticipate using area hotels in support of your project? If so, what are the estimated hotel room nights generated by project? What is the estimated revenue generated by this project? What is the estimated number of participants expected to visit the project? If project planning is in progress, what has been done, what remains to be done, and are there any problems? If the project planning has not been started, why? List any planned out -of- county advertising, marketing, and /or public relations that will be used in support of the project. EXHIBIT "B" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Interim Status Report FAX: 16F7 On an attached sheet, answer the following Questions to identify the status of the project. Submit this report at least quarterly. INTERIM — These questions will identify the current status of the project. After the TDC staff reviews this Interim Status Report, if they feel you are behind schedule on the planning stages, they will make recommendations to help get the project stay on schedule. Has the planning of this project started? At what point are you at with the planning stage for this project? (Percent of completion) Will any hotels /motels be utilized to support this project? If so, how many hotel room nights will be utilized? What is the total dollar amount to date of matching contributions? What is the status of the advertising and promotion for this project? Have your submitted any advertisements or printed pieces to the TDC staff for approval? Please supply a sample and indicate the ad schedule. How has the public interest for this project been up to this point? EXHIBIT "C' 16F7 Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Final Status Report TITLE: FAX: On an attached sheet, answer the following questions for each element in your scope of work Final — These questions should be answered for your final status report. Was this a first time project? If not, how many times has this event taken place? What hotels /motels were utilized to support the project and how many? What is the total economic impact and revenue generated for this event? Total expenses. (Have all vendors been paid ?) List the vendors that have been paid, if not, what invoices are still outstanding and why? What is the number of participants that visited the project? What is the percentage of the total participants from out of Collier County? What problems occurred if any during the project event? List any out -of- county- advertising, marketing, and /or public relations that was used to support the project and attach samples. How could the project been improved or expanded? EXHIBIT "D" REQUEST FOR FUNDS COLLIER COUNTY TOURIST DEVELOPMENT COUNCIL EVENT NAME ORGANIZATION ADDRESS CONTACT PERSON TELEPHONE ( ) REQUEST PERIOD FROM TO ( ) INTERIM REPORT ( ) FINAL REPORT TOTAL CONTRACT AMOUNT $ EXPENSE BUDGET REIMBURSEMENT REQUESTED TOTALS REQUEST # 16F7 NOTE: Reimbursement of funds must stay within the confines of the Project Expenses outlined in your application. Copies of paid invoices, cancelled checks, tear sheets, printed samples or other backup information to substantiate payment must accompany request for funds. The following will not be accepted for payments: statements in place of invoices; checks or invoices not dated; tear sheets without date, company or organizations name. A tear sheet is required for each ad for each day or month of publication. A proof of an ad will not be accepted. Each addiEiea21request for payment subsequent %o the first ..,q ems +, Grantee is required to submit verification in writing that all subcontractors and vendors have been paid for work and materials previously performed or received prior to receipt of any further payments. If project budget has specific categories with set dollar limits, the Grantee is required to include a spreadsheet to show which category each invoice is being paid from and total of category before payment can be made to Grantee. Organizations receiving funding should take into consideration that it will take a maximum of 45 days for the County to process a check. Furnishing false information may constitute a violation of applicable State and Federal laws. CERTIFICATION OF FINANCIAL OFFICER: I certify that the above information is correct based on our official accounting system and records, consistently applied and maintained and that the cost shown have been made for the purpose of and in accordance with, the terms of the contract. The funds requested are for reimbursement of actual cost made during this time period. SIGNATURE TITLE EXHIBIT "E" F7 Naples Marcy °^ Everglades PARADISE COAST' VISITOR QUESTIONNAIRE Welcome to the Paradise Coast S". Thank you for choosing this area for your visit. Please take a few minutes to complete the following questions so that we can better serve the needs of future visitors to Florida's Last Paradise 5"". PLEASE REFER TO OUR PARADISE COAST BROCHURES FOR THE LOCATION OF ALL AREA ATTRACTIONS. NAME: ADDRESS: CITY ST ZIP DATE OF ARRIVAL: DATE OF DEPARTURE: WHERE ARE YOU HOTEL /RESORT FRIENDS /FAMILY CONDOMINIUM STAYING? NAME OF HOTEL AND CITY /AREA: NAME OF CONDOMINIUM /TIMESHARE: # OF ROOMS OCCUPIED x NUMBER OF NIGHTS STAYING IN COLLIER COUNTY = HOW DID YOU SELECT THE HOTEL /CONDOMINIUM? INTERNET ( ) YOUR CHOICE ( ) TRAVEL AGENT ( ) OTHER: NUMBER OF MEALS YOU & YOUR GROUP WILL EAT OUT: Number of people in your party = Number of days of your visit = Number of meals eaten out each day = PLANNED AREA ACTIVITIES: (Please circle all that apply) ARTS & CULTURE WATER SPORTS NATURE von Liebig Art Center Beaches Everglades Tour Naples Museum of Art Naples Pier County Parks Sugden Theatre Shelling National Park Naples Philharmonic Fishing State Parks Art Galleries Boating Corkscrew Swamp Other Kayaking Conservancy of SW FL Other Lake Trafford SHOPPING AND DINING Fifth Avenue South Third Street South Waterside Shops Venetian Bay Bayfront Tin City Prime Outlets Other SIGHTSEEING Lunch /Dinner Cruise/ Sunset Cruise City Trolley Tour Everglades Tour Segway Tour Dolphin Cruise Other Other FAMILY ATTRACTIONS Naples Zoo Naples Botanical Garden Fun 'n Sun Water Park Swamp Buggy Race Mini Golf King Richard's Fun Park Other RELAXATION & ENTERTAINMENT Golf Spa Shelling Seminole Casino Lounges & Clubs Music Other EXHIBIT "F" GOLISANO Children's Museum of Naples, Inc. Project Budget 16F7 Funding — Not to Exceed Out of County Advertising and Marketing Expenses Related to the Grand Opening to include: Public Broadcast Campaign, Print and Radio Advertising Total: $100,000 16F7 MEMORANDUM Date: September 21, 2011 To: Kelly Green, Tourist Tax Coordinator Tourism Department From: Ann Jennejohn, Deputy Clerk Minutes and Records Department Re: Contract #10 -5551 (Amend #2) to the FY11 Tourist Development Tax Category B and C -2 Grant Agreement with United Arts Council Attached for your records, is an original copy of the document referenced above (Item #16F7) approved by the Board of County Commissioners September 13, 2011. The Minutes and Record's Department will hold the second original contract amendment in the Official Record's of the Board. If you have any questions, you may contact me at 252 -8406. Thank you. Attachment 16F7 EI1IIIBIT A -2 Contract Amendment #2 "2011 Tourism Agreement Between Collier County and United Arts Council of Collier County, Inc." This amendment, dated 13 , 2011 to the referenced agreement shall be by and between the parties to the original Agreement, United Arts Council of Collier County, Inc. (to be referred to as "Vendor ") and Collier County, Florida, (to be referred to as "County "). Statement of Understanding RE: Contract # 10 -5551 - "2011 Tourism Agreement Between Collier County and United Arts Council of Collier County, Inc." In order to continue the services provided for in the original Contract document referenced above, the Vendor agrees to amend the above referenced Contract as per the Exhibit "A2 -A" attached to this Amendment and incorporated herein by reference. This Amendment shall extend the Agreement through November 30, 2011. All other terms and conditions of the agreement shall remain in force. IN WITNESS WHEREOF, the Vendor and the County have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date(s) indicated below. ATTES'1�, „ DWIQ.k,;E. BROC. Xlerk Dates Attest as I Los Approved as to form and legal sufficiency Assistant County Attorney WITNESSES: 1 aMi,L e Paine- Printed/Typed Name (2) 2 A'A-- Printed/Typed Name Accepted: i , 2011 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: W. FRED W. COYLE, Chairman VENDOR: United Arts Council of Collier County, Inc. -V BY: e- c-L�aa n Printed/Typed Name Printed/Typed Title A 16F7 Exhibit A2 -A 2011 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND UNITED ARTS COUNCIL OF COLLIER COUNTY, INC. THIS AGREEMENT is made and entered into this 1st day of October, 2010, by and between United Arts Council of Collier County, Inc., a Florida not - for - profit corporation, hereinafter referred to as "VENDOR" and Collier County, a political subdivision of the State of Florida, hereinafter referred to as "COUNTY" WHEREAS, the COUNTY has adopted a Tourist Development Plan (hereinafter referred to as "Plan") funded by proceeds from the Tourist Development Tax; and WHEREAS, the Plan provides that certain of the revenues generated by the Tourist Development Tax are to be allocated to promote and advertise tourism within the State of Florida, nationally and internationally which encourages tourism; and WHEREAS, VENDOR has proposed to the Tourist Development Council and the County to use Tourist Development Tax funds for community information services including the production and printing of a monthly calendar of events for arts and cultural activities; and WHEREAS, the Tourist Development Council has recommended funding for the production of a monthly arts and culture calendar; and WHEREAS, The Collier County Board of County Commissioners has approved the funding proposal of the VENDOR and the Chairman was authorized to execute the Tourism Agreement. NOW, THEREFORE, BASED UPON THE MUTUAL COVENANTS AND PREMISES PROVIDED HEREIN, AND OTHER VALUABLE CONSIDERATION; IT IS MUTUALLY AGREED AS FOLLOWS: 1. SCOPE OF WORK: (a) In accordance with the authorized expenditures as set forth in the Budget, attached hereto as Exhibit "A ", the VENDOR shall produce a monthly arts and culture calendar (hereinafter "the Project ") 1 16f7 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Twenty -Four Thousand Dollars ($24,000). VENDOR shall be paid in accordance with fiscal procedures of the County for the expenditures incurred as described in Paragraph One (1) herein upon submittal of an invoice, and shall submit vendor invoices -, copies of credit card receipts and statements and two -sided copies of cancelled checks, on —line bill pay transaction registers or other acceptable evidence of payment. original tear sheets of print ads showing publication name and date affidavit of broadcast dates and times, screen shots of on -line ads showing date of capture or samples of printed materials and eepies of eanee led ,.,,°eks ° of °f ..,,.,, ei4 to the Executive Director of the Naples, Marco, Everglades Convention and Visitors Bureau ( "CVB "), or his designee, for review and upon verification by letter from the VENDOR that the services or work performed as described in the invoice have been completed or that the goods have been received and that all vendors have been paid. Should these documents be unavailable, the GRANTEE may submit other legally viable evidence of payment subject to review and approval by Clerk's office. (b) The Executive Director of the CVB or his designee shall determine that the invoice payments are authorized and that the goods or services covered by such invoice[s] have been provided or performed in accordance with such authorization. The line item budget attached as Exhibit "A" shall constitute authorization for the expenditure[s] described in the invoice[s]. (c) All expenditures shall be made in conformity with this Agreement. (d) The COUNTY shall not pay VENDOR until the Clerk of the Board of County Commissioners pre- audits all payment invoices in accordance with law. (e) VENDOR shall be paid for its actual costs, not to exceed the maximum amount budgeted pursuant to the attached "Exhibit A ". (fl Expenditures with publications. broadcast and brochure distribution with circulation or reach outside Collier Countv over 50% of the total will be acceptable for reimbursement at full value based on a statement from the publisher broadcaster or distributor attesting to that circulation percentage. (g) Invoices for prepayment or for deposit on services will not be eligible for reimbursement. K 16F7 (h) Services or product must be delivered and paid for by VENDOR between the effective dates of this agreement. (if) All requests for reimbursement must be received prior to September November 30, 2011 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in Paragraph One (1) will be paid by COUNTY. (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2010 and c°ber-November 30, 2011. (c) Any expenditures paid by COUNTY which are later deemed to be ineligible expenditures shall be repaid to COUNTY within thirty (30) days of COUNTY's written request to repay said funds. (d) COUNTY may request repayment of funds for a period of up to three (3) years after termination of this Agreement or any extension or renewal thereof. 4. INSURANCE: (a) VENDOR shall submit a Certificate of Insurance naming Collier County Board of County Commissioners and the Tourist Development Council as additional insureds. (b) The certificate of insurance must be valid for the duration of this Agreement, and be issued by a company licensed in the State of Florida, and provide General Liability Insurance for no less than the following amounts: BODILY INJURY LIABILITY $300,000 each claim per person PROPERTY DAMAGE LIABILITY $300,000 each claim per person PERSONAL INJURY LIABILITY $300,000 each claim per person WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY — Statutory (c) The Certificate of Insurance must be delivered to the Executive Director of the CVB, or his designee, with the executed Agreement. The VENDOR shall not commence work to be funded pursuant to this Agreement until the Certificate of Insurance has been received by the COUNTY and the Agreement is fully executed. 3 16F7 5. CHOICE OF VENDORS AND FAIR DEALING: (a) VENDOR may select vendors or subcontractors to provide services as described in Paragraph One (1). (b) COUNTY shall not be responsible for paying vendors and shall not be involved in the selection of subcontractors or vendors. (c) VENDOR agrees to disclose any financial or other relationship between VENDOR and any subcontractors or vendors, including, but not limited to, similar or related employees, agents, officers, directors and/or shareholders. (d) COUNTY may, in its discretion, object to the reasonableness of expenditures and require payment if invoices have been paid under this Agreement for unreasonable expenditures The reasonableness of the expenditures shall be based on industry standards. 6. INDEMNIFICATION: VENDOR shall indemnify and hold harmless Collier County, its agents, officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the VENDOR or anyone employed or utilized by the VENDOR in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified parry or person described in this paragraph. 7. NOTICES: All notices from the COUNTY to the VENDOR shall be in writing and deemed duly served if mailed by registered or certified mail to the VENDOR at the following address: Elaine Hamilton, Executive Director United Arts Council of Collier County, Inc. 2335 Tamiami Trail North, #504 Naples, FL 34103 -4459 All notices from the VENDOR to the COUNTY shall be in writing and deemed duly served if mailed by registered or certified mail to the COUNTY to: Jack Wert, Executive Director Naples, Marco Island, Everglades CVB 2800 N. Horseshoe Drive Naples, Florida 34104 0 16F7 The VENDOR and the COUNTY may change the above mailing address at any time upon giving the other parry written notification pursuant to this Section. 8. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a partnership between the COUNTY and the VENDOR, or its vendors or subcontractors, or to constitute the VENDOR, or its vendors or subcontractors, as an agent or employee of the COUNTY. 9. COOPERATION: VENDOR shall fully cooperate with the COUNTY in all matters pertaining to this Agreement and shall provide all information and documentation requested by the COUNTY from time to time pertaining to the use of any funds provided hereunder. 10. TERMINATION: (a) The COUNTY or the VENDOR may cancel this Agreement with or without cause by giving thirty (30) days advance written notice of such termination specifying the effective date of termination. (b) If the COUNTY terminates this Agreement, the COUNTY will pay the VENDOR for all expenditures or contractual obligations incurred by VENDOR, with subcontractors and vendors, up to the effective date of the termination so long as such expenses are eligible. 11. GENERAL ACCOUNTING: VENDOR is required to maintain complete and accurate accounting records. All revenue related to the Agreement must be recorded, and all expenditures must be incurred within the term of this Agreement. 12. AVAILABILITY OF FUNDS: This agreement is subject to the availability of Tourist Development Tax revenues. If for any reason tourist tax funds are not available to fund all or part of this agreement, the COUNTY may upon written notice , at any time during the term of this agreement, and at its sole discretion, reduce or eliminate funding under this agreement. k, 16F7 13. AVAILABILITY OF RECORDS: VENDOR shall maintain records, books, documents, papers and financial information pertaining to work performed under this Agreement for a period of three (3) years. VENDOR agrees that the COUNTY, or any of its duly authorized representatives, shall, until the expiration of three (3) years after final payment under this Agreement, have access to, and the right to examine and photocopy any pertinent books, documents, papers, and records of VENDOR involving any transactions related to this Agreement. 14. PROHIBITION OF ASSIGNMENT: VENDOR shall not assign, convey, or transfer in whole or in part its interest in this Agreement without the prior written consent of the COUNTY. 15. TERM: This Agreement shall become effective on October 1, 2010 and shall (remain effective for one year until Septembef November 30, 2011. If the project is not completed within the term of this agreement, all unreleased funds shall be retained by the COUNTY. Any extension of this agreement beyond the ene (1) yea f to above date in order to complete the ((Project must be at the express consent of the Collier County Board of County Commissioners. 16. The VENDOR must request any extension of this term in writing at least sixty (60) days prior to the expiration of this Agreement, and the COUNTY may agree by amendment to this Agreement to extend the term for an additional 90 days. 17. REQUIRED NOTATION: All promotional literature and all print, broadcast and line media advertising_ must prominently list Collier County -and the Tourist Development as a source of funds to read "A cooperative effort funded by the Collier Countv Tourist '_,--and/or display the CVB logo with website address www.paradisecoast.com to qualify for reimbursement. 18. AMENDMENTS: This Agreement may only be amended by mutual written agreement of the parties, after review by the Collier County Tourist Development Council if warranted. n 16F7 IN WITNESS WHEREOF, the VENDOR and COUNTY have respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. ATTEST: DWIGHT E. BROCK, Clerk Approved as to form and legal sufficiency Assistant County Attorney WITNESSES: (1) Printed/Typed Name (2) Printed/Typed Name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Im FRED W. COYLE, Chairman VENDOR: UNITED ARTS COUNCIL OF COLLIER COUNTY, INC Mon Printed/Typed Name Printed/Typed Title 7 EXHIBIT "A" United Arts Council of Collier County, Inc. Project Budget Printing of calendars Data compilation, graphics, typesetting & layout Distribution (postage, mail services, delivery fees) Total: M 16F7 Funding — Not to Exceed $24,000 16F7 " 18. EVALUATION OF TOURISM IMPACT: GRANTEE shall monitor and evaluate the tourism impact of the Project, explaining how the tourism impact was evaluated, providing a written report to the Executive Director of the CVB or his designee, along with a final budget �nalysis by r'eo� November 30, 2011. 19. REQUIRED NOTATION: All promotional literature and all print, broadcast and line media advertising must prominently list Collier County and the Tourist Development zncil as a source of funds to read "A cooperative effordt funded by the Collier County Tourist ielopment Tax "; and/or display the CVB logo and website address www.paradisecoast.com to qualify for reimbursement. 20. AMENDMENTS: This Agreement may only be amended by mutual written agreement of the parties, after review by the Collier County Tourist Development Council if warranted. 16F7 IN WITNESS WHEREOF, the GRANTEE and COUNTY have respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. ATTEST: DWIGHT E. BROCK, Clerk Approved as to form and legal sufficiency BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA FRED COYLE, Chairman Assistant County Attorney WITNESSES: GRANTEE: (1) NAPLES ART ASSOCIATION, INC. d/b /a The von Liebig Art Center Printed/Typed Name (2) BY: Printed /Typed Name Printed/Typed Name Printed/Typed Title P EXHIBIT "A" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Preliminary Status Report ktkiq* FAX: 16F7 On an attached sheet, answer the following questions and attach it to your application PRELIMINARY INFORMATION: Is this a first time project? If not, please give details of past projects. Do you anticipate using area hotels in support of your project? If so, what are the estimated hotel room nights generated by project? What is the estimated revenue generated by this project? What is the estimated number of participants expected to visit the project? If project planning is in progress, what has been done, what remains to be done, and are there any problems? If the project planning has not been started, why? List any planned out -of- county advertising, marketing, and /or public relations that will be used in support of the project. EXHIBIT `B" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Interim Status Report TITLE: FAX: 16F7 I.; On an attached sheet, answer the following questions to identify the status of the project Submit this report at least guarter/v. INTERIM — These questions will identify the current status of the project. After the TDC staff reviews this Interim Status Report, if they feel you are behind schedule on the planning stages, they will make recommendations to help get the project stay on schedule. Has the planning of this project started? At what point are you at with the planning stage for this project? (Percent of completion) Will any hotels /motels be utilized to support this project? If so, how many hotel room nights will be utilized? What is the total dollar amount to date of matching contributions? What is the status of the advertising and promotion for this project? Have your submitted any advertisements or printed pieces to the TDC staff for approval? Please supply a sample and indicate the ad schedule. How has the public interest for this project been up to this point? EXHIBIT "C" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Final Status Report TITLE: FAX: 16F7 On an attached sheet, answer the following questions for each element in your scope of work. Final —These questions should be answered for your final status report. Was this a first time project? If not, how many times has this event taken place? What hotels /motels were utilized to support the project and how many? What is the total economic impact and revenue generated for this event? Total expenses. (Have all vendors been paid ?) List the vendors that have been paid, if not, what invoices are still outstanding and why? What is the number of participants that visited the project? What is the percentage of the total participants from out of Collier County? What problems occurred if any during the project event? List any out -of- county- advertising, marketing, and /or public relations that was used to support the project and attach samples. How could the project been improved or expanded? EXHIBIT "D" REQUEST FOR FUNDS COLLIER COUNTY TOURIST DEVELOPMENT COUNCIL EVENT NAM ORGANIZATIO ADDRESS CONTACT PERSON TELEPHONE ( ) REQUEST PERIOD FROM TO REQUEST # ( ) INTERIM REPORT ( ) FINAL REPORT TOTAL CONTRACT AMOUNT EXPENSE BUDGET REIMBURSEMENT REQUESTED TOTALS 16F7 NOTE: Reimbursement of funds must stay within the confines of the Project Expenses outlined in your application. Copies of paid invoices, cancelled checks, tear sheets, printed samples or other backup information to substantiate payment must accompany request for funds. The following will not be accepted for payments: statements in place of invoices; checks or invoices not dated; tear sheets without date, company or organizations name. A tear sheet is required for each ad for each day or month of publication. A proof of an ad will not be accepted. Each additieaa1 •request for payment subsequent to the fiFst - eg , Grantee is required to submit verification in writing that all subcontractors and vendors have been paid for work and materials previously performed or received prior to receipt of any further payments. If project budget has specific categories with set dollar limits, the Grantee is required to include a spreadsheet to show which category each invoice is being paid from and total of category before payment can be made to Grantee. Organizations receiving funding should take into consideration that it will take a maximum of 45 days for the County to process a check. Furnishing false information may constitute a violation of applicable State and Federal laws. CERTIFICATION OF FINANCIAL OFFICER: I certify that the above information is correct based on our official accounting system and records, consistently applied and maintained and that the cost shown have been made for the purpose of and in accordance with, the terms of the contract. The funds requested are for reimbursement of actual cost made during this time period. SIGNATURE TITLE 16F7 EXHIBIT "E" Naples Marco Island Everglades VARADISE COAST VISITOR QUESTIONNAIRE Welcome to the Paradise Coast Im. Thank you for choosing this area for your visit. Please take a few minutes to complete the following questions so that we can better serve the needs of future visitors to Florida's Last Paradise 5m. PLEASE REFER TO OUR PARADISE COAST BROCHURES FOR THE LOCATION OF ALL AREA ATTRACTIONS. NAME: ADDRESS: CITY ST ZIP DATE OF ARRIVAL: DATE OF DEPARTURE: WHERE ARE YOU HOTEL /RESORT FRIENDS /FAMILY CONDOMINIUM STAYING? NAME OF HOTEL AND CITY /AREA: NAME OF CONDOMINIUM /TIMESHARE: # OF ROOMS OCCUPIED x NUMBER OF NIGHTS STAYING IN COLLIER COUNTY HOW DID YOU SELECT THE HOTEL /CONDOMINIUM? INTERNET ( ) YOUR CHOICE ( ) TRAVEL AGENT ( ) OTHER: NUMBER OF MEALS YOU & YOUR GROUP WILL EAT OUT: Number of people in your party = Number of days of your visit = Number of meals eaten out each day = PLANNED AREA ACTIVITIES: (Please circle all that apply) ARTS & CULTURE WATER SPORTS NATURE von Liebig Art Center Beaches Everglades Tour Naples Museum of Art Naples Pier County Parks Sugden Theatre Shelling National Park Naples Philharmonic Fishing State Parks Art Galleries Boating Corkscrew Swamp Other Kayaking Conservancy of SW FL Other Lake Trafford Other SHOPPING AND DINING Fifth Avenue South Third Street South Waterside Shops Venetian Bay Bayfront Tin City Prime Outlets Other SIGHTSEEING Lunch /Dinner Cruise/ Sunset Cruise City Trolley Tour Everglades Tour Segway Tour Dolphin Cruise Other FAMILY ATTRACTIONS Naples Zoo Naples Botanical Garden Fun 'n Sun Water Park Swamp Buggy Race Mini Golf King Richard's Fun Park Other RELAXATION & ENTERTAINMENT Golf Spa Shelling Seminole Casino Lounges & Clubs Music Other 16F7 EXHIBIT "F" Naples Art Association, Inc. d /b /aThe von Liebig Art Center Project Budget Funding — Not to Exceed Out of County Advertising and Marketing Expenses to include: Off Season Major Festival and Event Advertising, Print and Mailings Total: $37,500 16F7 Exhibit A2 -A 2011 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND THE GOLISANO CHILDREN'S MUSEUM OF NAPLES, INC. THIS AGREEMENT, is made and entered into this 1st day of October, 2010, by and between the Golisano Children's Museum of Naples, Inc., a Florida not - for - profit corporation, hereinafter referred to as "GRANTEE" and Collier County, a political subdivision of the State of Florida, hereinafter referred to as "COUNTY" WHEREAS, the COUNTY has adopted a Tourist Development Plan (hereinafter referred to as "Plan") funded by proceeds from the Tourist Development Tax; and WHEREAS, the Collier County Tourism Ordinance provides that certain of the revenues generated by the Tourist Development Tax are to be allocated to acquire, construct, extend, enlarge, remodel, repair, improve, maintain, operate or promote museums owned and operated by not - for - profit organizations and open to the public; and WHEREAS, GRANTEE has applied to the Tourist Development Council and the County to use Tourist Development Tax funds for GRANTEE'S out of county marketing expenses; and WHEREAS, The Tourist Development Council has recommended funding for the GRANTEE'S out of county marketing, advertising and promotional expenditures; and WHEREAS, the Board of County Commissioners has made a fmding that GRANTEE qualifies as a museum; and WHEREAS, The Collier County Board of County Commissioners has approved the funding request of the GRANTEE and the Chairman was authorized to execute the Tourism Agreement. NOW, THEREFORE, BASED UPON THE MUTUAL COVENANTS AND PREMISES PROVIDED HEREIN, AND OTHER VALUABLE CONSIDERATION, IT IS MUTUALLY AGREED AS FOLLOWS: 1. SCOPE OF WORK: 16F7 (a) In accordance with the authorized expenditures as set forth in the Budget, attached hereto as Exhibit "F ", the GRANTEE shall expend the funds for the promotion of GRANTEE'S Grand Opening (hereinafter "the Project "), to include, but not be limited to: 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of One Hundred Thousand Dollars ($100,000). GRANTEE shall be paid in accordance with the fiscal procedures of the County for the expenditures incurred as described in Paragraph One (1) herein upon submittal of a Request for Funds on the form attached hereto as Exhibit "D" and made a part hereof, and shall submit vendor -. copies of credit card receipts and statements and two -sided copies of cancelled checks, on -line bill pay transaction registers or other acceptable evidence of payment. original tear sheets of print ads showing publication name and date. affidavit of broadcast dates and times, screen shots of on -line ads showing date of capture, or samples of printed materials invoiees and eepies e f eaneelled ,.heeks other- e ides ee of 13a),nei4 an to the Executive Director of the Naples, Marco, Everglades Convention and Visitors Bureau ( "CVB "), or his designee, for review and upon verification by letter from the GRANTEE that the services or work performed as described in the invoice have been completed or that the goods have been received and that all vendors have been paid. Should these documents be unavailable the GRANTEE may submit other legally viable evidence of payment subject to review and approval by the Clerk's office. (b) The Executive Director of the CVB, or his designee, shall determine that the invoice payments are authorized and that the goods or services covered by such invoice[s] have been provided or performed in accordance with such authorization. The budget attached as Exhibit "F" shall constitute authorization for the expenditure[s] described in the invoice[s]. (c) All expenditures shall be made in conformity with this Agreement. (d) The COUNTY shall not pay GRANTEE until the Clerk of the Board of County Commissioners pre- audits all payment invoices in accordance with law. 16F7 (e) GRANTEE shall be paid for its actual costs, not to exceed the for maximum amount budgeted pursuant to the attached "Exhibit F ". -(f) Expenditures with publications. broadcast and brochure distribution with circulation or reach outside Collier County over 50% of the total will be acceptable for reimbursement at full value based on a statement from the publisher. broadcaster or distributor attesting to that circulation percentage. (a) Invoices for prepayment or for deposit on services will not be eligible for reimbursement. (h) Services or product must be delivered and paid for by GRANTEE between the effective dates of this agreement. Cif) All requests for reimbursement must be received by September-November 30, 2011 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in Paragraph One (1) will be paid by COUNTY. (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2010 and Sept-eiiiber-November 30, 2011. (c) Any expenditures paid by COUNTY which are later deemed to be ineligible expenditures shall be repaid to COUNTY within thirty (3 )0) days of COUNTY's written request to repay said funds. (d) COUNTY may request repayment of funds for a period of up to three (3) years after termination of this Agreement or any extension or renewal thereof. 4. INSURANCE: (a) GRANTEE shall submit a Certificate of Insurance naming the Collier County Board of County Commissioners and the Tourist Development Council as additional insureds. (b) The certificate of insurance must be valid for the duration of this Agreement, and be issued by a company licensed in the State of Florida, and provide General Liability Insurance for no less than the following amounts: 16Fi BODILY INJURY LIABILITY $300,000 each claim per person PROPERTY DAMAGE LIABILITY $300,000 each claim per person PERSONAL INJURY LIABILITY $300,000 each claim per person WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY — Statutory (c) The Certificate of Insurance must be delivered to the Executive Director of the CVB or his designee with copies of the Agreement executed by GRANTEE. The GRANTEE shall not commence promotional or advertising activities which are to be funded pursuant to this Agreement until the Certificate of Insurance has been received by the COUNTY and the Agreement is fully executed. 5. REPORTING REQUIREMENTS: (a) GRANTEE shall provide to County a preliminary status report on the form attached hereto as Exhibit "A" within thirty (30) days of the effective date of the agreement. (b) GRANTEE shall provide to County a calendar quarterly interim status report on the form attached hereto as Exhibit `B" whether or not a Request for Funds is submitted. (c) GRANTEE shall provide to County a final status report on the form attached hereto as Exhibit "C" no later than November 30�'�+�4-5, 2011. (d) Each report shall identify the , the sefviees economic impact generated by the GRANTEE through the use of the reports (Exhibits "A ". `B" and "C ") which identify the amount spent, the duties performed, the services provided, and the goods delivered since the previous reporting period. (e) GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. (f) COUNTY may withhold any interim or final payments for failure of GRANTEE to provide the interim status report or final status report until the County receives the interim status report or final status report or other report acceptable to the Executive Director of the CVB. 16F7 (g) GRANTEE shall request that visitors to the the Golisano Children's Museum of Naples complete the visitor questionnaire attached to this Agreement as Exhibit "E ". All completed visitor questionnaires shall be maintained in accordance with Section 13 of this Agreement. 6. CHOICE OF VENDORS AND FAIR DEALING: (a) GRANTEE may select vendors or subcontractors to provide services as described in Paragraph One (1). (b) COUNTY shall not be responsible for paying vendors and shall not be involved in the selection of subcontractors or vendors. (c) GRANTEE agrees to disclose any financial or other relationship between GRANTEE and any subcontractors or vendors, including, but not limited to, similar or related employees, agents, officers, directors and/or shareholders. (d) COUNTY may, in its discretion, object to the reasonableness of expenditures and require payment if invoices have been paid under this Agreement for unreasonable expenditures. The reasonableness of the expenditures shall be based on industry standards. 7. INDEMNIFICATION: GRANTEE shall indemnify and hold harmless Collier County, its agents, officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the GRANTEE or anyone employed or utilized by the GRANTEE in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified parry or person described in this paragraph. 8. NOTICES: All notices from the COUNTY to the GRANTEE shall be in writing and deemed duly served if mailed by registered or certified mail to the GRANTEE at the following address: 16F7 Joe Cox, Executive Director Golisano Children's Museum of Naples, Inc. P.O. Box 2423 Naples, Florida 34106 All notices from the GRANTEE to the COUNTY shall be in writing and deemed duly served if mailed by registered or certified mail to the COUNTY to: Jack Wert, Executive Director Naples, Marco Island, Everglades CVB 2800 N. Horseshoe Drive Naples, Florida 34104 The GRANTEE and the COUNTY may change the above mailing address at any time upon giving the other parry written notification pursuant to this Section. 9. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a partnership between the COUNTY and the GRANTEE, or its vendors or subcontractors, or to constitute the GRANTEE, or its vendors or subcontractors, as an agent or employee of the COUNTY. 10. COOPERATION: GRANTEE shall fully cooperate with the COUNTY in all matters pertaining to this Agreement and shall provide all information and documentation requested by the COUNTY from time to time pertaining to the use of any funds provided hereunder. 11. TERMINATION: (a) The COUNTY or the GRANTEE may cancel this Agreement with or without cause by giving thirty (30) days advance written notice of such termination specifying the effective date of termination. (b) If the COUNTY terminates this Agreement, the COUNTY will pay the GRANTEE for all expenditures or contractual obligations incurred by GRANTEE, with subcontractors and vendors, up to the effective date of the termination so long as such expenses are eligible. 16F? 12. GENERAL ACCOUNTING: GRANTEE is required to maintain complete and accurate accounting records. All revenue related to the Agreement must be recorded, and all expenditures must be incurred within the term of this Agreement. 13. AVAILABILITY OF FUNDS: This agreement is subject to the availability of Tourist Development Tax revenues. If for any reason tourist tax funds are not available to fund all or part of this agreement, the COUNTY may upon written notice , at any time during the term of this agreement, and at its sole discretion, reduce or eliminate funding under this agreement. 14. AVAILABILITY OF RECORDS: GRANTEE shall maintain records, books, documents, papers and financial information pertaining to work performed under this Agreement for a period of three (3) years. GRANTEE agrees that the COUNTY, or any of its duly authorized representatives, shall, until the expiration of three (3) years after final payment under this Agreement, have access to, and the right to examine and photocopy any pertinent books, documents, papers, and records of GRANTEE involving any transactions related to this Agreement. 15. PROHIBITION OF ASSIGNMENT: GRANTEE shall not assign, convey, or transfer in whole or in part its interest in this Agreement without the prior written consent of the COUNTY. 16. TERM: This Agreement shall become effective on October 1, 2010 and shall Iremain effective for one year until Septembef November 30, 2011. If the project is not completed within the term of this agreement, all unreleased funds shall be retained by the COUNTY. Any �xtension of this agreement beyond the ene (` year- tefm date above in order to complete the Project must be at the express consent of the Collier County Board of County Commissioners. 17. The GRANTEE must request any extension of this term in writing at least sixty (60) days prior to the expiration of this Agreement, and the COUNTY may agree by amendment to this Agreement_ to extend the term for an additional 90 days. 16F7 18. EVALUATION OF TOURISM IMPACT: GRANTEE shall monitor and evaluate the tourism impact of the Project, explaining how the tourism impact was evaluated, providing a written report to the Executive Director of the CVB or his designee, along with a final budget lanalysis by Oetebef4-SNovember 30, 2011. 19. REQUIRED NOTATION: All promotional literature and all print, broadcase and -line media advertising must prominently list Collier County and the Tourist Development �uncil as a source of funds and display the 0,11 lege— and websiteaddfess te qua4ify -ror mbufsem To read: "A cooperative effort by the Collier County Tourist Development Tax d/or display the CVB logo and website address, www.paradisecoast.com ", to qualify for 20. AMENDMENTS: This Agreement may only be amended by mutual written agreement of the parties, after review by the Collier County Tourist Development Council if warranted. 16F7 IN WITNESS WHEREOF, the GRANTEE and COUNTY have -respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. ATTEST: DWIGHT E. BROCK, Clerk Approved as to form and legal sufficiency Assistant County Attorney WITNESSES: 1 (1) Printed/Typed Name (2) Printed/Typed Name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA FRED W. COYLE, Chairman C40.7_1ailll= GOLISANO CHILDREN'S MUSEUM OF NAPLES, INC. Printed/Typed Name Printed/Typed Title EXHIBIT "A" 16F7 Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Preliminary Status Report TITLE: FAX: On an attached sheet, answer the following questions and attach it to your application. PRELIMINARY INFORMATION: Is this a first time project? If not, please give details of past projects. Do you anticipate using area hotels in support of your project? If so, what are the estimated hotel room nights generated by project? What is the estimated revenue generated by this project? What is the estimated number of participants expected to visit the project? If project planning is in progress, what has been done, what remains to be done, and are there any problems? If the project planning has not been started, why? List any planned out -of- county advertising, marketing, and /or public relations that will be used in support of the project. EXI3IBIT "B" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: 9.[9P► 0 Interim Status Report TITLE: FAX: 16F7 On an attached sheet, answer the following questions to identify the status of the proiect. Submit this report at least quarterly. INTERIM — These questions will identify the current status of the project. After the TDC staff reviews this Interim Status Report, if they feel you are behind schedule on the planning stages, they will make recommendations to help get the project stay on schedule. Has the planning of this project started? At what point are you at with the planning stage for this project? (Percent of completion) Will any hotels /motels be utilized to support this project? If so, how many hotel room nights will be utilized? What is the total dollar amount to date of matching contributions? What is the status of the advertising and promotion for this project? Have your submitted any advertisements or printed pieces to the TDC staff for approval? Please supply a sample and indicate the ad schedule. How has the public interest for this project been up to this point? EXHIBIT "C" 16F7 Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Final Status Report 11/11111114 FAX: On an attached sheet, answer the following questions for each element in your scope of work Final — These questions should be answered for your final status report. Was this a first time project? If not, how many times has this event taken place? What hotels /motels were utilized to support the project and how many? What is the total economic impact and revenue generated for this event? Total expenses. (Have all vendors been paid ?) List the vendors that have been paid, if not, what invoices are still outstanding and why? What is the number of participants that visited the project? What is the percentage of the total participants from out of Collier County? What problems occurred if any during the project event? List any out -of- county- advertising, marketing, and /or public relations that was used to support the project and attach samples. How could the project been improved or expanded? EXHIBIT "D" REQUEST FOR FUNDS COLLIER COUNTY TOURIST DEVELOPMENT COUNCIL EVENT NAME ORGANIZATION ADDRESS CONTACT PERSON REQUEST PERIOD FROM ( ) INTERIM REPORT TOTAL CONTRACT AMOUNT $ TOTALS TELEPHONE ( ) ffC ( ) FINAL REPORT EXPENSE BUDGET REIMBURSEMENT REQUESTED REQUEST #, 16F7 NOTE: Reimbursement of funds must stay within the confines of the Project Expenses outlined in your application. Copies of paid invoices, cancelled checks, tear sheets, printed samples or other backup information to substantiate payment must accompany request for funds. The following will not be accepted for payments: statements in place of invoices; checks or invoices not dated; tear sheets without date, company or organizations name. A tear sheet is required for each ad for each day or month of publication. A proof of an ad will not be accepted. Each addi # ieaal- request for payment subsequeRt W the fi-st - eg , Grantee is required to submit verification in writing that all subcontractors and vendors have been paid for work and materials previously performed or received prior to receipt of any further payments. If project budget has specific categories with set dollar limits, the Grantee is required to include a spreadsheet to show which category each invoice is being paid from and total of category before payment can be made to Grantee. Organizations receiving funding should take into consideration that it will take a maximum of 45 days for the County to process a check. Furnishing false information may constitute a violation of applicable State and Federal laws. CERTIFICATION OF FINANCIAL OFFICER: I certify that the above information is correct based on our official accounting system and records, consistently applied and maintained and that the cost shown have been made for the purpose of and in accordance with, the terms of the contract. The funds requested are for reimbursement of actual cost made during this time period. SIGNATURE TITLE EXHIBIT "E" f F7 Naples Marc ^° Is�lan�d M� Everglades PARADISE COAST _ VISITOR QUESTIONNAIRE Welcome to the Paradise Coast sm. Thank you for choosing this area for your visit. Please take a few minutes to complete the following questions so that we can better serve the needs of future visitors to Florida's Last Paradise sm. PLEASE REFER TO OUR PARADISE COAST BROCHURES FOR THE LOCATION OF ALL AREA ATTRACTIONS. NAME: ADDRESS: CITY ST ZIP DATE OF ARRIVAL: DATE OF DEPARTURE: WHERE ARE YOU HOTEL /RESORT FRIENDS /FAMILY CONDOMINIUM STAYING? NAME OF HOTEL AND CITY /AREA: NAME OF CONDOMINIUM /TIMESHARE: # OF ROOMS OCCUPIED x NUMBER OF NIGHTS STAYING IN COLLIER COUNTY = HOW DID YOU SELECT THE HOTEL /CONDOMINIUM? INTERNET ( ) YOUR CHOICE ( ) TRAVEL AGENT ( ) OTHER: NUMBER OF MEALS YOU & YOUR GROUP WILL EAT OUT: Number of people in your party = Number of days of your visit = Number of meals eaten out each day = PLANNED AREA ACTIVITIES: (Please circle all that apply) ARTS & CULTURE von Liebig Art Center Naples Museum of Art Sugden Theatre Naples Philharmonic Art Galleries Other SHOPPING AND DINING Fifth Avenue South Third Street South Waterside Shops Venetian Bay Bayfront Tin City Prime Outlets Other WATER SPORTS Beaches Naples Pier Shelling Fishing Boating Kayaking Other SIGHTSEEING Lunch /Dinner Cruise/ Sunset Cruise City Trolley Tour Everglades Tour Segway Tour Dolphin Cruise Other NATURE Everglades Tour County Parks National Park State Parks Corkscrew Swamp Conservancy of SW FL Lake Trafford Other FAMILY ATTRACTIONS Naples Zoo Naples Botanical Garden Fun 'n Sun Water Park Swamp Buggy Race Mini Golf King Richard's Fun Park Other RELAXATION & ENTERTAINMENT Golf Spa Shelling Seminole Casino Lounges & Clubs Music Other 16F7 EXHIBIT "F" GOLISANO Children's Museum of Naples, Inc. Project Budget Funding — Not to Exceed Out of County Advertising and Marketing Expenses Related to the Grand Opening to include: Public Broadcast Campaign, Print and Radio Advertising Total: $100,000 16F7 MEMORANDUM Date: September 21, 2011 To: Kelly Green, Tourist Tax Coordinator Tourism Department From: Ann Jennejohn, Deputy Clerk Minutes and Records Department Re: Contract #10 -5551 (Amend #2) to the FY11 Tourist Development Tax Category B and C -2 Grant Agreement with United Arts Council Attached for your records, is an original copy of the document referenced above (Item #16F7) approved by the Board of County Commissioners September 13, 2011. The Minutes and Record's Department will hold the second original contract amendment in the Official Record's of the Board. If you have any questions, you may contact me at 252 -8406. Thank you. Attachment 16F7 `' EXHIBIT A -2 Contract Amendment #2 "2011 Tourism Agreement Between Collier County and United Arts Council of Collier County, Inc." This amendment, dated %3 , 2011 to the referenced agreement shall be by and between the parties to the original Agreement, United Arts Council of Collier County, Inc. (to be referred to as "Vendor") and Collier County, Florida, (to be referred to as "County "). Statement of Understanding RE: Contract # 10 -5551 - "2011 Tourism Agreement Between Collier County and United Arts Council of Collier County, Inc." In order to continue the services provided for in the original Contract document referenced above, the Vendor agrees to amend the above referenced Contract as per the Exhibit "A2 -A" attached to this Amendment and incorporated herein by reference. This Amendment shall extend the Agreement through November 30, 2011. All other terms and conditions of the agreement shall remain in force. IN WITNESS WHEREOF, the Vendor and the County have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date(s) indicated below. ATTEST,:, DWIQ9IiE. ,13RO6L- ,Clerk By:`. Datad— Atto as i1!` , -W Approved as to form and legal sufficiency Assistant County Attorney WITNESSES: (1) ' `'t P a , 1- . 1Mti,Le Pine Printed/Typed Name (2) a Printed/Typed Name Accepted: 1.1 2011 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: W • _C FRED W. COYLE, Chairman VENDOR: United Arts Council of Collier County, Inc. BY: 51atne- . &o Printed/Typed Name Printed/Typed Title 16F7 Exhibit A2 -A 2011 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND UNITED ARTS COUNCIL OF COLLIER COUNTY, INC. THIS AGREEMENT is made and entered into this 1st day of October, 2010, by and between United Arts Council of Collier County, Inc., a Florida not - for - profit corporation, hereinafter referred to as "VENDOR" and Collier County, a political subdivision of the State of Florida, hereinafter referred to as "COUNTY" WHEREAS, the COUNTY has adopted a Tourist Development Plan (hereinafter referred to as "Plan") funded by proceeds from the Tourist Development Tax; and WHEREAS, the Plan provides that certain of the revenues generated by the Tourist Development Tax are to be allocated to promote and advertise tourism within the State of Florida, nationally and internationally which encourages tourism; and WHEREAS, VENDOR has proposed to the Tourist Development Council and the County to use Tourist Development Tax funds for community information services including the production and printing of a monthly calendar of events for arts and cultural activities; and WHEREAS, the Tourist Development Council has recommended funding for the production of a monthly arts and culture calendar•, and WHEREAS, The Collier County Board of County Commissioners has approved the funding proposal of the VENDOR and the Chairman was authorized to execute the Tourism Agreement. NOW, THEREFORE, BASED UPON THE MUTUAL COVENANTS AND PREMISES PROVIDED HEREIN, AND OTHER VALUABLE CONSIDERATION, IT IS MUTUALLY AGREED AS FOLLOWS: 1. SCOPE OF WORK: (a) In accordance with the authorized expenditures as set forth in the Budget, attached hereto as Exhibit "A ", the VENDOR shall produce a monthly arts and culture calendar (hereinafter "the Project "). 1 16F7 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Twenty -Four Thousand Dollars ($24,000). VENDOR shall be paid in accordance with fiscal procedures of the County for the expenditures incurred as described in Paragraph One (1) herein upon submittal of an invoice, and shall submit vendor invoices -. copies of credit card receipts and statements and two -sided copies of cancelled checks, on —line bill pav transaction registers or other acceptable evidence of payment. original tear sheets of print ads showing publication naive and date, affidavit of broadcast dates and tunes, screen shots of on -line ads showing date of capture, or samples of printed materials and eepies of ,..,,,eelled ehe ks ° of „f..,,�,,. ei4 to the Executive Director of the Naples, Marco, Everglades Convention and Visitors Bureau ( "CVB "), or his designee, for review and upon verification by letter from the VENDOR that the services or work performed as described in the invoice have been completed or that the goods have been received and that all vendors have been paid. Should these documents be unavailable, the GRANTEE may submit other legally viable evidence of payment subject to review and approval by the Clerk's office. (b) The Executive Director of the CVB or his designee shall determine that the invoice payments are authorized and that the goods or services covered by such invoice[s] have been provided or performed in accordance with such authorization. The line item budget attached as Exhibit "A" shall constitute authorization for the expenditure[s] described in the invoice[s]. (c) All expenditures shall be made in conformity with this Agreement. (d) The COUNTY shall not pay VENDOR until the Clerk of the Board of County Commissioners pre- audits all payment invoices in accordance with law. (e) VENDOR shall be paid for its actual costs, not to exceed the maximum amount budgeted pursuant to the attached "Exhibit A ". (fl Expenditures with publications. broadcast and brochure distribution with circulation or reach outside Collier County over 50% of the total will be acceptable for reimbursement at full value based on a statement from the publisher broadcaster or distributor attesting, to that circulation percentage. (g) Invoices for prepayment or for deposit on services will not be eligible for reimbursement. 16F7 (h) Services or product must be delivered and paid for by VENDOR between the effective dates of this agreement. (it)___7---All requests for reimbursement must be received prior to Septeffiber November 30, 2011 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in Paragraph One (1) will be paid by COUNTY. (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2010 and SeptembeiFNovember 30, 2011. (c) Any expenditures paid by COUNTY which are later deemed to be ineligible expenditures shall be repaid to COUNTY within thirty (30) days of COUNTY's written request to repay said funds. (d) COUNTY may request repayment of funds for a period of up to three (3) years after termination of this Agreement or any extension or renewal thereof. 4. INSURANCE: (a) VENDOR shall submit a Certificate of Insurance naming Collier County Board of County Commissioners and the Tourist Development Council as additional insureds. (b) The certificate of insurance must be valid for the duration of this Agreement, and be issued by a company licensed in the State of Florida, and provide General Liability Insurance for no less than the following amounts: BODILY INJURY LIABILITY $300,000 each claim per person PROPERTY DAMAGE LIABILITY $300,000 each claim per person PERSONAL INJURY LIABILITY $300,000 each claim per person WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY — Statutory (c) The Certificate of Insurance must be delivered to the Executive Director of the CVB, or his designee, with the executed Agreement. The VENDOR shall not commence work to be funded pursuant to this Agreement until the Certificate of Insurance has been received by the COUNTY and the Agreement is fully executed. 3 16F7 5. CHOICE OF VENDORS AND FAIR DEALING: (a) VENDOR may select vendors or subcontractors to provide services as described in Paragraph One (1). (b) COUNTY shall not be responsible for paying vendors and shall not be involved in the selection of subcontractors or vendors. (c) VENDOR agrees to disclose any financial or other relationship between Q T-E€VENDOR and any subcontractors or vendors, including, but not limited to, similar or related employees, agents, officers, directors and/or shareholders. (d) COUNTY may, in its discretion, object to the reasonableness of expenditures and require payment if invoices have been paid under this Agreement for unreasonable expenditures. The reasonableness of the expenditures shall be based on industry standards. 6. INDEMNIFICATION: VENDOR shall indemnify and hold harmless Collier County, its agents, officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the VENDOR or anyone employed or utilized by the VENDOR in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified parry or person described in this paragraph. 7. NOTICES: All notices from the COUNTY to the VENDOR shall be in writing and deemed duly served if mailed by registered or certified mail to the VENDOR at the following address: Elaine Hamilton, Executive Director United Arts Council of Collier County, Inc. 2335 Tamiami Trail North, #504 Naples, FL 34103 -4459 All notices from the VENDOR to the COUNTY shall be in writing and deemed duly served if mailed by registered or certified mail to the COUNTY to: Jack Wert, Executive Director Naples, Marco Island, Everglades CVB 2800 N. Horseshoe Drive Naples, Florida 34104 4 16F7 The VENDOR and the COUNTY may change the above mailing address at any time upon giving the other parry written notification pursuant to this Section. 8. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a partnership between the COUNTY and the VENDOR, or its vendors or subcontractors, or to constitute the VENDOR, or its vendors or subcontractors, as an agent or employee of the COUNTY. 9. COOPERATION: VENDOR shall fully cooperate with the COUNTY in all matters pertaining to this Agreement and shall provide all information and documentation requested by the COUNTY from time to time pertaining to the use of any funds provided hereunder. 10. TERMINATION: (a) The COUNTY or the VENDOR may cancel this Agreement with or without cause by giving thirty (30) days advance written notice of such termination specifying the effective date of termination. (b) If the COUNTY terminates this Agreement, the COUNTY will pay the VENDOR for all expenditures or contractual obligations incurred by VENDOR, with subcontractors and vendors, up to the effective date of the termination so long as such expenses are eligible. 11. GENERAL ACCOUNTING: VENDOR is required to maintain complete and accurate accounting records. All revenue related to the Agreement must be recorded, and all expenditures must be incurred within the term of - this Agreement. 12. AVAILABILITY OF FUNDS: This agreement is subject to the availability of Tourist Development Tax revenues. If for any reason tourist tax funds are not available to fund all or part of this agreement, the COUNTY may upon written notice , at any time during the term of this agreement, and at its sole discretion, reduce or eliminate funding under this agreement. 5 16F7 13. AVAILABILITY OF RECORDS: VENDOR shall maintain records, books, documents, papers and financial information pertaining to work performed under this Agreement for a period of three (3) years. VENDOR agrees that the COUNTY, or any of its duly authorized representatives, shall, until the expiration of three (3) years after fmal payment under this Agreement, have access to, and the right to examine and photocopy any pertinent books, documents, papers, and records of VENDOR involving any transactions related to this Agreement. 14. PROHIBITION OF ASSIGNMENT: VENDOR shall not assign, convey, or transfer in whole or in part its interest in this Agreement without the prior written consent of the COUNTY. 15. TERM: This Agreement shall become effective on October 1, 2010 and shall �emain effective for one year until `.fie November 30, 2011. If the project is not completed within the term of this agreement, all unreleased funds shall be retained by the COUNTY. Any �xtension of this agreement beyond the one ( 1) y tef above date in order to complete the Project must be at the express consent of the Collier County Board of County Commissioners. 16. The VENDOR must request any extension of this term in writing at least sixty (60) days prior to the expiration of this Agreement, and the COUNTY may agree by amendment to this Agreement to extend the term for an additional 90 days. 17. REQUIRED NOTATION: All promotional literature and all print. broadcast and -line media advertising must prominently list Collier County -and the Tourist Development as a source of funds to read "A cooperative effort funded by the Collier County Tourist °---,-and/or display the CVB logo with website address www.paradisecoast.com to qualify for reimbursement. 18. AMENDMENTS: This Agreement may only be amended by mutual written agreement of the parties, after review by the Collier County Tourist Development Council if warranted. 0 16F7 IN WITNESS WHEREOF, the VENDOR and COUNTY have respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. ATTEST: DWIGHT E. BROCK, Clerk Approved as to form and legal sufficiency Assistant County Attorney WITNESSES: (I) Printed/Typed Name (2) Printed/Typed Name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA MIN FRED W. COYLE, Chairman VENDOR: UNITED ARTS COUNCIL OF COLLIER COUNTY, INC M. Printed/Typed Name Printed/Typed Title 7 EXHIBIT "A" United Arts Council of Collier County, Inc. Project Budget Printing of calendars Data compilation, graphics, typesetting & layout Distribution (postage, mail services, delivery fees) Total: W 16F7 Funding — Not to Exceed $24,000 16F7 MEMORANDUM Date: October 6, 2011 To: Lyn Wood, Contract Specialist Purchasing Department From: Teresa Polaski, Deputy Clerk Minutes and Records Department Re: Amendment #1 to 2011 Tourism Agreement w /Florida Holocaust Museum Attached is one (1) original, referenced above (Item #16F7) approved by the Board of County Commissioners on Tuesday, September 13, 2011. An original has been kept by the Minutes and Records Department to be kept as part of the Boards Official Records. If you should have any questions please contact me at 252 -8411. Thank you. EXHIBIT A -1 Contract Amendment #1 16F7 "2011 Tourism Agreement Between Collier County and Southwest Florida Holocaust Museum, Inc. d /b /a Holocaust Museum of Southwest Florida" This amendment, dated - i 2011 to the referenced agreement shall be by and between the parties to the originaf Agreement, Southwest Florida Holocaust Museum, Inc. d/b /a Holocaust Museum of Southwest Florida (to be referred to as "Grantee ") and Collier County, Florida, (to be referred to as "County "). Statement of Understanding RE: Contract # 10 -5551 - "2011 Tourism Agreement Between Collier County and Southwest Florida Holocaust Museum, Inc. d/b /a Holocaust Museum of Southwest Florida" In order to continue the services provided for in the original Contract document referenced above, the GRANTEE agrees to amend the above referenced Contract as per the Exhibit "A1 -A" attached to this Amendment and incorporated herein by reference. This Amendment shall extend the Agreement through November 30, 2011 All other terms and conditions of the agreement shall remain in force. IN WITNESS WHEREOF, the Grantee and the County have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date(s) indicated below. T'I ST. T11 IW K, Clerk B 3 On 14 Approved as to form and legal sufficiency C�c2P���rn Assistant County Attorney WIT ES: Printed/Tvned Name Printed/Typed Name Accepted: S.2 JR1 1 1, -92011 BOARD OF COUNTY COMMISSIONERS COLLIER O TY, FLORIDA A By: FRED W. COYLE, Chairman GRANTEE: SOUTHWEST FLORIDA HOLOCAUST MUSEUM, INC. d/b /a HOLOCAUST MUSEUM OF SOUTHWEST FLORIDA Printed/Typed Title EXUigi -r AI A16F7 2011 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND THE SOUTHWEST FLORIDA HOLOCAUST MUSEUM, INC. D/B /A HOLOCAUST MUSEUM OF SOUTHWEST FLORIDA THIS AGREEMENT, is made and entered into , this 1st day of October, 2010, by and between the Southwest Florida Holocaust Museum, Inc. d/b /a Holocaust Museum of Southwest Florida, a Florida not - for - profit corporation, hereinafter referred to as "GRANTEE" and Collier County, a political subdivision of the State of Florida, hereinafter referred to as "COUNTY ". WHEREAS, the COUNTY has adopted a Tourist Development Plan (hereinafter referred to as "Plan") funded by proceeds from the Tourist Development Tax; and WHEREAS, the Collier County Tourism Ordinance provides that certain of the revenues generated by the Tourist Development Tax are to be allocated to acquire, construct, extend, enlarge, remodel, repair, improve, maintain, operate or promote museums owned and operated by not - for - profit organizations and open to the public; and WHEREAS, GRANTEE has applied to the Tourist Development Council and the County to use Tourist Development Tax funds for GRANTEE'S out of county marketing expenses; and WHEREAS, The Tourist Development Council has recommended funding for GRANTEE'S out of county advertising and promotional expenditures to promote visitation to the museum; and WHEREAS, the Board of County Commissioners has made a finding that GRANTEE qualifies as a museum; and WHEREAS, The Collier County Board of County Commissioners has approved the funding request of the GRANTEE and the Chairman was authorized to execute the Tourism Agreement. NOW, THEREFORE, BASED UPON THE MUTUAL COVENANTS AND PREMISES PROVIDED HEREIN, AND OTHER VALUABLE CONSIDERATION, IT IS MUTUALLY AGREED AS FOLLOWS: 16F7 1. SCOPE OF WORK: (a) In accordance with the authorized expenditures as set forth in the Budget, attached hereto as Exhibit "F ", the GRANTEE shall expend the funds for the promotion of GRANTEE'S marketing (hereinafter "the Project "), to include, but not be limited to: iii /� �Elvertising and pr-einetienal axpenses in media a pr-emetional 1 + + Collier- 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Thirty -Two Thousand and Five Hundred Dollars ($32,500). GRANTEE shall be paid in accordance with the fiscal procedures of the County for the expenditures incurred as described in Paragraph One (1) herein upon submittal of a Request for Funds on the form attached hereto as Exhibit "D" and made a part hereof, and shall submit vendor invoices. copies of credit card receipts and statements and two -sided copies of cancelled checks. on -line bill pay transaction registers or other acceptable evidence of payment, original tear sheets of print ads showing publication name and date, affidavit of broadcast dates and times screen shots of on -line ads showing date of capture, or samples of printed materials to the Executive Director of the Naples, Marco, Everglades Convention and Visitors Bureau ( "CVB "), or his designee, for review and upon verification by letter from the GRANTEE that the services or work performed as described in the invoice have been completed or that the goods have been received and that all vendors have been paid. Should these documents be unavailable, the GRANTEE may submit other legally viable evidence of payment subject to review and approval by the Clerk's office (b) The Executive Director of the CVB, or his designee, shall determine that the invoice payments are authorized and that the goods or services covered by such invoices] have been provided or performed in accordance with such authorization. The budget attached as Exhibit "F" shall constitute authorization for the expenditure[s] described in the invoice[s]. (c) All expenditures shall be made in conformity with this Agreement. (d) The COUNTY shall not pay GRANTEE until the Clerk of the Board of County Commissioners pre- audits all payment invoices in accordance with law. 16f7 (e) GRANTEE shall be paid for its actual costs, not to exceed the maximum amount budgeted pursuant to the attached "Exhibit F" (t) Expenditures with publications. broadcast and brochure distribution with circulation or reach into Collier County of less than fifty percent (50 %) of total will be acceptable for reimbursement at full value based on a statement from the publisher broadcaster or distributor attesting to that circulation percentage. (Q) Invoices for prepayment or for deposit on services will not be eligible for reimbursement. (h) Services or product must be delivered and paid for by GRANTEE after the effective date. and no later than the expiration date of this Agreement. 01) All requests for reimbursement must be received by Septesber—November 30, 2011 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in Paragraph One (1) will be paid by COUNTY. (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2010 and Septe mber- November 30, 2011. (c) Any expenditures paid by COUNTY which are later deemed to be ineligible expenditures shall be repaid to COUNTY within thirty (30) days of COUNTY's written request to repay said funds. (d) COUNTY may request repayment of funds for a period of up to three (3) years after termination of this Agreement or any extension or renewal thereof. 4. INSURANCE: (a) GRANTEE shall submit a Certificate of Insurance naming the Collier County Board of County Commissioners and the Tourist Development Council as additional insureds. (b) The certificate of insurance must be valid for the duration of this Agreement, and be issued by a company licensed in the State of Florida, and provide General Liability Insurance for no less than the following amounts: 16F? BODILY INJURY LIABILITY $300,000 each claim per person PROPERTY DAMAGE LIABILITY $300,000 each claim per person PERSONAL INJURY LIABILITY $300,000 each claim per person WORKER'S COMPENSATION AND EMPLOYER'S LIABILITY — Statutory (c) The Certificate of Insurance must be delivered to the Executive Director of the CVB or his designee with copies of the Agreement executed by GRANTEE. The GRANTEE shall not commence promotional or advertising activities which are to be funded pursuant to this Agreement until the Certificate of Insurance has been received by the COUNTY and the Agreement is fully executed. 5. REPORTING REQUIREMENTS: (a) GRANTEE shall provide to County a preliminary status report on the form attached hereto as Exhibit "A" within thirty (30) days of the effective date of the agreement. (b) GRANTEE shall provide to County a calenda quarter} interim status report on the form attached hereto as Exhibit `B" whether or not a Request for Funds is submitted. (c) GRANTEE shall provide to County a final status report on the form attached hereto as Exhibit "C" no later than Oeteber- November 15, 2011. (d) Each report shall identify the amau.,4 pen4, dries- FerfeFmed, the Pr-evi e a-R the geeds delivefed since the „ i4i b economic impact generated by the GRANTEE through the use of the reports (EYhibits "A" `B" and "C ") which identify the amount spent, the duties performed, the services provided and the goods delivered since the previous reporting period. (e) GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. (f) COUNTY may withhold any interim or final payments for failure of GRANTEE to provide the interim status report or final status report until the County receives the interim status report or final status report or other report acceptable to the Executive Director of the CVB. (g) GRANTEE shall request that visitors to the Holocaust Museum of Southwest Florida complete the visitor questionnaire attached to this Agreement as Exhibit "E ". All 16F7 completed visitor questionnaires shall be maintained in accordance with Section 13 of this Agreement. 6. CHOICE OF VENDORS AND FAIR DEALING: (a) GRANTEE may select vendors or subcontractors to provide services as described in Paragraph One (1). (b) COUNTY shall not be responsible for paying vendors and shall not be involved in the selection of subcontractors or vendors. (c) GRANTEE agrees to disclose any financial or other relationship between GRANTEE and any subcontractors or vendors, including, but not limited to, similar or related employees, agents, officers, directors and/or shareholders. (d) COUNTY may, in its discretion, object to the reasonableness of expenditures and require payment if invoices have been paid under this Agreement for unreasonable expenditures. The reasonableness of the expenditures shall be based on industry standards. 7. INDEMNIFICATION: GRANTEE shall indemnify and hold harmless Collier County, its agents, officers and employees from any and all liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the GRANTEE or anyone employed or utilized by the GRANTEE in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. 8. NOTICES: All notices from the COUNTY to the GRANTEE shall be in writing and deemed duly served if mailed by registered or certified mail to the GRANTEE at the following address: Alex Vance, Executive Director Holocaust Museum of Southwest Florida 4760 Tamiami Trail North, Suite 7 Naples, Florida 34103 16F7 All notices from the GRANTEE to the COUNTY shall be in writing and deemed duly served if mailed by registered or certified mail to the COUNTY to: Jack Wert, Executive Director Naples, Marco Island, Everglades CVB 2800 N. Horseshoe Drive Naples, Florida 34104 The GRANTEE and the COUNTY may change the above mailing address at any time upon giving the other party written notification pursuant to this Section. 9. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a partnership between the COUNTY and the GRANTEE, or its vendors or subcontractors, or to constitute the GRANTEE, or its vendors or subcontractors, as an agent or employee of the COUNTY. 10. COOPERATION: GRANTEE shall fully cooperate with the COUNTY in all matters pertaining to this Agreement and shall provide all information and documentation requested by the COUNTY from time to time pertaining to the use of any funds provided hereunder. 11. TERMINATION: (a) The COUNTY or the GRANTEE may cancel this Agreement with or without cause by giving thirty (30) days advance written notice of such termination specifying the effective date of termination. (b) If the COUNTY terminates this Agreement, the COUNTY will pay the GRANTEE for all expenditures or contractual obligations incurred by GRANTEE, with subcontractors and vendors, up to the effective date of the termination so long as such expenses are eligible. 12. GENERAL ACCOUNTING: GRANTEE is required to maintain complete and accurate accounting records. All revenue related to the Agreement must be recorded, and all expenditures must be incurred within the term of this Agreement. 16F7 13. AVAILABILITY OF FUNDS: This agreement is subject to the availability of Tourist Development Tax revenues. If for any reason tourist tax funds are not available to fund all or part of this agreement, the COUNTY may upon written notice , at any time during the term of this agreement, and at its sole discretion, reduce or eliminate funding under this agreement. 14. AVAILABILITY OF RECORDS: GRANTEE shall maintain records, books, documents, papers and financial information pertaining to work performed under this Agreement for a period of three (3) years. GRANTEE agrees that the COUNTY, or any of its duly authorized representatives, shall, until the expiration of three (3) years after final payment under this Agreement, have access to, and the right to examine and photocopy any pertinent books, documents, papers, and records of GRANTEE involving any transactions related to this Agreement. 15. PROHIBITION OF ASSIGNMENT: GRANTEE shall not assign, convey, or transfer in whole or in part its interest in this Agreement without the prior written consent of the COUNTY. 16. TERM: This Agreement shall become effective on October 1, 2010 and shall iremain effective for one year until Septe.%beer November 30, 2011. If the project is not completed within the term of this agreement, all unreleased funds shall be retained by the COUNTY. Any extension of this agreement beyond the above date eiie (1 ` yeef to in order to complete the ((Project must be at the express consent of the Collier County Board of County Commissioners. 17. The GRANTEE must request any extension of this term in writing at least sixty (60) days prior to the expiration of this Agreement, and the COUNTY may agree by amendment to this Agreement to extend the term for an additional 90 days. 18. EVALUATION OF TOURISM IMPACT: GRANTEE shall monitor and evaluate the tourism impact of the Project, explaining how the tourism impact was evaluated, providing a written report to the Executive Director of the CVB or his designee, along with a final budget �nalysis by Geteber- November 15, 2011. 16F7 19. REQUIRED NOTATION: All promotional literature and all print. broadcast and on-line media advertising must prominently list Collier County and the Tourist Development Council as a source of funds to read "A cooperative effort by the Collier County Tourist evelo ment Tax" and/or display the CVB logo and website address www.paradisecoast.com to qualify for reimbursement. 20. AMENDMENTS: This Agreement may only be amended by mutual written agreement of the parties, after review by the Collier County Tourist Development Council if warranted. 16F7 IN WITNESS WHEREOF, the GRANTEE and COUNTY have respectively, by an authorized person or agent, hereunder set their hands and seals on the date year first above written. ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK, Clerk COLLIER COUNTY, FLORIDA I- FRED W. COYLE, Chairman Approved as to form and legal sufficiency i Assistant County Attorney WITNESSES: GRANTEE: (1) SOUTHWEST FLORIDA HOLOCAUST MUSEUM, INC. d/b /a HOLOCAUST MUSEUM OF SOUTHWEST FLORIDA Printed/Typed Name (2) Name E-Im Printed/Typed Name Printed/Typed Title 16F7 EXHIBIT "A" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Preliminary Status Report TITLE: y_lk,F On an attached sheet, answer the following questions and attach it to your application. PRELIMINARY INFORMATION: Is this a first time project? If not, please give details of past projects. Do you anticipate using area hotels in support of your project? If so, what are the estimated hotel room nights generated by project? What is the estimated revenue generated by this project? What is the estimated number of participants expected to visit the project? If project planning is in progress, what has been done, what remains to be done, and are there any problems? If the project planning has not been started, why? List any planned out -of- county advertising, marketing, and /or public relations that will be used in support of the project. EX=IT "B" Collier County Tourist Development Council VIFIM111 ELI r <<u><:l REPORT DATE: ORGANIZATIOM: CONTACT PERSON: ADDRESS: PHONE: Interim Status Report TITLE: FAX: 16F7 On an attached sheet, answer the following questions to identify the status of the project. Submit this report at least quarterly. INTERIM — These questions will identify the current status of the project. After the TDC staff reviews this Interim Status Report, if they feel you are behind schedule on the planning stages, they will make recommendations to help get the project stay on schedule. Has the planning of this project started? At what point are you at with the planning stage for this project? (Percent of completion) Will any hotels /motels be utilized to support this project? If so, how many hotel room nights will be utilized? What is the total dollar amount to date of matching contributions? What is the status of the advertising and promotion for this project? Have your submitted any advertisements or printed pieces to the TDC staff for approval? Please supply a sample and indicate the ad schedule. How has the public interest for this project been up to this point? EXHIBIT "C" Collier County.Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Final Status Report TITLE: FAX: 16F7 On an attached sheet, answer the following questions for each element in your scope of work. Final —These questions should be answered for your final status report. Was this a first time project? If not, how many times has this event taken place? What hotels /motels were utilized to support the project and how many? What is the total economic impact and revenue generated for this event? Total expenses. (Have all vendors been paid ?) List the vendors that have been paid, if not, what invoices are still outstanding and why? What is the number of participants that visited the project? What is the percentage of the total participants from out of Collier County? What problems occurred if any during the project event? List any out -of- county- advertising, marketing, and /or public relations that was used to support the project and attach samples. How could the project been improved or expanded? EVENT NAME ORGANIZATION ADDRESS CONTACT PERSON EXHIBIT "D" REQUEST FOR FUNDS COLLIER COUNTY TOURIST DEVELOPMENT COUNCIL TELEPHONE ( ) REQUEST PERIOD FROM TO ( ) INTERIM REPORT ( ) FINAL REPORT TOTAL CONTRACT AMOUNT $ EXPENSE BUDGET REIMBURSEMENT REQUESTED TOTALS REQUEST # 16F7 NOTE: Reimbursement of funds must stay within the confines of the Project Expenses outlined in your application. Copies of paid invoices, cancelled checks, tear sheets, printed samples or other backup information to substantiate payment must accompany request for funds. The following will not be accepted for payments: statements in place of invoices; checks or invoices not dated; tear sheets without date, company or organizations name. A tear sheet is required for each ad for each day or month of publication. A proof of an ad will not be accepted. Each addWin request for payment subsequent to the as --+ Feque t Grantee is required to submit verification in writing that all subcontractors and vendors have been paid for work and materials previously performed or received prior to receipt of any further payments. If project budget has specific categories with set dollar limits, the Grantee is required to include a spreadsheet to show which category each invoice is being paid from and total of category before payment can be made to Grantee. Organizations receiving funding should take into consideration that it will take a maximum of 45 days for the County to process a check. Furnishing false information may constitute a violation of applicable State and Federal laws. CERTIFICATION OF FINANCIAL OFFICER: I certify that the above information is correct based on our official accounting system and records, consistently applied and maintained and that the cost shown have been made for the purpose of and in accordance with, the terms of the contract. The funds requested are for reimbursement of actual cost made during this time period. SIGNATURE TITLE 16F7 EXHIBIT "E" Naples Marco Island Everglades PARADISE COAST VISITOR QUESTIONNAIRE Welcome to the Paradise Coast Im. Thank you for choosing this area for your visit. Please take a few minutes to complete the following questions so that we can better serve the needs of future visitors to Florida's Last Paradise S"°. PLEASE REFER TO OUR PARADISE COAST BROCHURES FOR THE LOCATION OF ALL AREA ATTRACTIONS. NAME: ADDRESS: CITY ST ZIP DATE OF ARRIVAL: DATE OF DEPARTURE: WHERE ARE YOU HOTEL /RESORT FRIENDS /FAMILY CONDOMINIUM STAYING? NAME OF HOTEL AND CITY /AREA: NAME OF CONDOMINIUM /TIMESHARE: # OF ROOMS OCCUPIED x NUMBER OF NIGHTS STAYING IN COLLIER COUNTY = HOW DID YOU SELECT THE HOTEL /CONDOMINIUM? INTERNET ( ) YOUR CHOICE ( ) TRAVEL AGENT ( ) OTHER: NUMBER OF MEALS YOU & YOUR GROUP WILL EAT OUT: Number of people in your party = Number of days of your visit = Number of meals eaten out each day = PLANNED AREA ACTIVITIES: (Please circle all that apply) ARTS & CULTURE WATER SPORTS NATURE von Liebig Art Center Beaches Everglades Tour Naples Museum of Art Naples Pier County Parks Sugden Theatre Shelling National Park Naples Philharmonic Fishing State Parks Art Galleries Boating Corkscrew Swamp Other Kayaking Conservancy of SW FL Other Lake Trafford Other SHOPPING AND DINING Fifth Avenue South Third Street South Waterside Shops Venetian Bay Bayfront Tin City Prime Outlets Other SIGHTSEEING Lunch /Dinner Cruise/ Sunset Cruise City Trolley Tour Everglades Tour Segway Tour Dolphin Cruise Other FAMILY ATTRACTIONS Naples Zoo Naples Botanical Garden Fun 'n Sun Water Park Swamp Buggy Race Mini Golf King Richard's Fun Park Other RELAXATION & ENTERTAINMENT Golf Spa Shelling Seminole Casino Lounges & Clubs Music Other 16F7 EXHIBIT "F" Holocaust Museum of Southwest Florida Project Budget Funding — Not to Exceed Out of County Advertising and Marketing Expenses to include: PBS TV and Radio, Journals and Online Ads Total: $32,500