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Backup Documents 09/24/2019 Item #16F 8 (Non-County Owned/Operated Museums) 16F8 2019 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND ARTIS-NAPLES, INC. NON-COUNTY OWNED/OPERATED MUSEUMS THIS AGREEMENT is made and entered into this) 'i-d'ay of Of , 2019, by and between Artis-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 exhibit fees and marketing expenses to promote exhibits and festivals using out-of-market advertising to attract overnight visitors to Collier County for an exhibit entitled, "Monet to Matisse: French Masterworks from the Dixon Gallery and Gardens"; and WHEREAS, the Tourist Development Council has recommended funding for GRANTEE'S exhibit fees and out-of-market advertising expenditures for the promotion of events to attract visitors and has made a recommended finding that this expenditure promotes tourism; and WHEREAS, the Board of County Commissioners ("Board") has made a finding that GRANTEE qualifies as a museum and that the Project expenditure promotes tourism; and [04-CMG-00002/1491755/t) 16F8 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 "D," the GRANTEE shall expend the funds for the promotion of GRANTEE'S marketing for an exhibit entitled "Monet to Matisse: French Masterworks from the Dixon Gallery and Gardens" (hereinafter"the Project"). 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Two Hundred Fifty Thousand Dollars ($250,000). 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 "B" and made a part hereof, and shall submit evidence that the vendor invoices have been paid and samples of the promotional materials produced by that vendor or media outlet to the Tourism Director, or his designee, for review. Should these documents be unavailable, the GRANTEE may submit other legally viable evidence of payment subject to review and approval by the Clerk's Finance Department. (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 ic Ar [04-CMG-00002/1491755/1] 2 16F8 performed in accordance with such authorization. The budget attached as Exhibit "D" 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's Finance Department 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 D." (f) Expenditures with print publications, broadcast, digital and social platforms should be placed in media that run outside Collier County (can also run in Collier County) and will be reimbursed up to the percentage of circulation or listenership outside of Collier County. Distribution of promotional materials is encouraged outside of Collier County to promote overnight visitation, and will be reimbursed up to the percentage of distribution outside of Collier County. Distribution percentages for outside of Collier County media and promotional materials will be based on the grantee's best information available. (g) 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. (i) All requests for reimbursement must be received by September 30, 2020 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in Paragraph One (1) will be paid by COUNTY. c?, V 4 [04-CMG-00002/1491755/1] 3 16F8 (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2019 and September 30, 2020. (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: 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 Tourism Director 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: [04-CMG-00002/1491755/1] 4 16F8 (a) GRANTEE shall provide to County a final status report on the form attached hereto as Exhibit "A" no later than October 15, 2020. (b) Each report shall identify the economic impact generated by the GRANTEE through the use of reports (Exhibit "A" — Final Status Report) which identify the amount spent, the duties performed, the services provided, and the goods delivered since the previous reporting period. (c) GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. (d) COUNTY may withhold any payments for failure of GRANTEE to provide the final status report and until the County receives the final status report or other report acceptable to the Tourism Director. (e) GRANTEE shall request that visitors to Artis-Naples for the exhibit complete the visitor questionnaire attached to this Agreement as Exhibit "C." 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. [04-CMG-00002/1491755/1] 5 16F8 (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: Kathleen van Bergen, CEO and President Artis-Naples, Inc. 5833 Pelican Bay Blvd. Naples, Florida 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, Tourism Director Collier County Tourism Department 2660 N. Horseshoe Drive Suite 105 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. [04-CMG-00002/1491755/1] 6 16F8 9. 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. 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 [04-CMG-00002/1491755/1] 7 16F8 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, 2019 and shall remain effective for one year until September 30, 2020. 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 one (1) year term in order to complete the Project must be at the express consent of the Collier County Board of County Commissioners. 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 ninety (90) days. Amendments shall be in writing and approved by the Board of County Commissioners. 17. EVALUATION OF TOURISM IMPACT: [04-CMG-00002/1441755/1] 8 16F8 GRANTEE shall monitor and evaluate the tourism impact of the Project, explaining how the tourism impact was evaluated, providing a written report (Exhibit "A" —Final Status Report) to the Tourism Director or his designee, by October 15, 2020. 18. REQUIRED NOTATION: All collateral material and advertisements should identify Collier County tourism by displaying the CVB logo and website URL www.paradisecoast.com to qualify for reimbursement. 19. 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. * * * * * [04-CMG-00002/1491755/1] 9 Y\, 4 16F8 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 QRYS 'R'L .'KINZEL, Clerk COL/411,' ! I TY, FLORIDA -7 ' : ‘ :1-'-. :•.'-': Ce). '4 AP • / By: .......ri„iv '7;":'-',' }tCcow.ior,►v Vpuau iiiiiii S i illiam L. McDaniel, Jr., airman ( ,,. sit atuftblily. Approved as to form and legality: 1' ' , � l' * C een M. Greene Assistant County Attorney WITNESSES: GRANTEE: 1', _ i , - _ i_ ARTIS-NAPLES, INC. Pe'-, e c/£ iGO cz-[S• Printed/Typed Name (2) .� _ . BY: - `�tA A ' •L)& YAiA-eek vii V Ser aitt. (,�.0-a gas&1� ' i t d/Ty bed Name Printed/Typed Name 8e Title [04-CMG-00002/1491755/l] 10 16F8 EXHIBIT "A" Collier County Tourist Development Council Final Status Report (Due by Oct. 15, 2020) EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: TITLE: ADDRESS: PHONE: FAX: On an attached sheet, answer the following questions for each element in pour 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 direct economic impact and revenue generated from 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? [04-CMG-00002/1491755/1] 1 16F8 EXHIBIT "B" REQUEST FOR FUNDS COLLIER COUNTY TOURIST DEVELOPMENT COUNCIL EVENT NAME ORGANIZATION ADDRESS CONTACT PERSON TELEPHONE ( ) REQUEST PERIOD FROM TO REQUEST # ( ) INTERIM REPORT () 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. Reimbursement requests must include the following: evidence that the vendor invoices have been paid and samples of the promotional materials produced by that vendor or media outlet. 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 clays for the County to process a check. Furnishing false information may constitute a violation of applicable State and Federal laws. CERTIFICATION OF CHIEF OFFICIAL OR DESIGNEE: 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 [04-CMG-00002/1491755/11 12 m 16F8 EXHIBIT "C" Naples Marco Island 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 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 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 clay PLANNED AREA ACTIVITIES: (Please circle all that apply) ARTS & CULTURE WATER SPORTS NATURE FAMILY von Liebig Art Center Beaches Everglades Tow• ATTRACTIONS Naples Museum of Art Naples Pier County Parks Naples Zoo Sugden Theatre Shelling National Park Naples Botanical Garden Antis Naples Fishing State Parks Fun 'n Sun Water Park Art Galleries Boating Corkscrew Swamp Swamp Buggy Race Other Kayaking Conservancy of SW FL Mini Golf Other Lake Trafford County Museums Other Other SHOPPING AND DINING SIGHTSEEING RELAXATION AND Fifth Avenue South Lunch/Dinner Cruise/ ENTERTAINMENT Third Street South Sunset Cruise Golf Waterside Shops City Trolley TIM Spa Venetian Bay Everglades Tour Shelling Bayfront Segway Tour Seminole Casino Tin City Dolphin Cruise Lounges&Clubs Other Other Music Other [04-CMG-00002/1491755/1] 13 'n W� J , 16F8 EXHIBIT "D" Artis-Naples, Inc. Project Budget Exhibit fees and Out of Collier County Area Advertising and Marketing Related Expenses to promote the Project. Total Funding—Not to Exceed: $250,000 [04-CMG-00002/1491755/I] 14 101 16F8 ACoRD° CERTIFICATE OF LIABILITY INSURANCE DA6i2Y ) 1i2o1 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Erin Mayo NAME: �' Beecher Carlson - Atlanta PHONE 678-651-2203 FAX (A/C,No,Ext): (A/C,No): Six Concourse Parkway, Suite 2300 E-MAIL emayo@beechercarlson.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# Atlanta GA 30328 INSURER A:Zurich American Ins Co 16535 INSURED INSURER B: Artis-Naples, Inc. INSURERC: 5833 Pelican Bay Boulevard INSURERD: INSURER E: Naples FL 34108-2710 INSURERF: COVERAGES CERTIFICATE NUMBER:19-20 GL Only REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXPYWLIMITS LTR INSD WVD POLICY NUMBER (MM/DD/ Y) IMMIDD/YYYY) X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 DAMAGE TO A CLAIMS-MADE X OCCUR PREMISES (Ea o currrrence) $ 1,000,000 GLA 9259981-12 6/1/2019 6/1/2020 MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 PRO POLICY X JECT LOC PRODUCTS-COMP/OPAGG $ 2,000,000 Employee Benefits $ 1,000,000 OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS _ AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS (Per accident) $ UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER 0TH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS!LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Collier County Board of Commissioners and Tourist Development Council is included as additional insured as required by written contract or agreement. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County Board of Commissioners THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN Tourist Development Council ACCORDANCE WITH THE POLICY PROVISIONS. 2660 North Horseshoe Dr, Suite Naples, FL 34104 AUTHORIZED REPRESENTATIVE Brad Darr/CJOYNE ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014101) The ACORD name and logo are registered marks of ACORD INS025(201401) Client#: 24334 ARTNAI 1 6 F 5 ACORDTM CERTIFICATE OF LIABILITY INSURANCE ATE(MM/DD/YYYY) 6/13/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAMEACT Sarah Arizmendi Gulfshore Insurance- SWFL PHONE 239 430-7536 FAX 239 213-2803 (AIC,No,Ext): (A/C,No): 4100 Goodlette Road N E-MAIL idi ulfshoreinsurance.com Naples, FL 34103 ADDDREDRE SS: sarzmen@9 239 261-3646 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Amerisure Insurance Company 23396 INSURED INSURER B: Artis-Naples, Inc 5833 Pelican Bay Boulevard INSURER c: Naples, FL 34108-2740 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE NW SR VD POLICY NUMBER POLICY EFF POLICY EXP (MM/DD/YYYY) (MM/DD/YYYY) LIMITS GENERAL LIABILITY EACH OCCURRENCEET _$ COMMERCIAL GENERAL LIABILITY PREMISES(Ea oocurrence) $ CLAIMS-MADE OCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 7 POLICY PRO- JECT AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED (Per PROPERTY DAMAGE HIRED AUTOS AUTOS UMBRELLA LIAB _ OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ A WORKERS COMPENSATION WC204615112 07/01/2019 07/01/2020 X WC TRY OTH- AND EMPLOYERS'LIABILITY TORY LIMITS ER Y/N ANY PROPRIETOR/PARTNER/EXECUTIVEE.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under _DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 � I DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) CERTIFICATE HOLDER CANCELLATION Collier County& its Board of SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN County Commissioners & ACCORDANCE WITH THE POLICY PROVISIONS. The Tourist Dev Council 3327 East Tamiami Trail AUTHORIZED REPRESENTATIVE Naples, FL 34112 j .�mrr vi•i ..,trn...n.toq. ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) 1 of 1 The ACORD name and logo are registered marks of ACORD #S1435979/M1435976 SLA18 i 6 F 8 2019 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND HOLOCAUST MUSEUM & COHEN EDUCATION CENTER NON-COUNTY OWNED/OPERATED MUSEUMS THIS AGREEMENT, is made and entered into this 91-titk day of 3414112019, by and between Holocaust Museum & Cohen Education 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 Plan 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 ("TDC") 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 GREANTEE'S exhibit acquisition and promotional expenditures for a series of three exhibits entitled, "The Inaugural Year Exhibits Project" that will run from November 2019 through November 2020 at the Museum and has made a recommended finding that this expenditure promotes tourism; and WHEREAS, the Board of County Commissioners has made a finding that GRANTEE qualifies as a museum and that this expenditure promotes tourism; and WHEREAS, upon recommendation from the TDC, the Collier County Board of County Commissioners has approved the funding request of the GRANTEE and has authorized the Chairman 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: [04-CMG-00002/1491805/1) 1 16F8 (a) In accordance with the authorized expenditures as set forth in the Budget, attached hereto as Exhibit "D," the GRANTEE shall expend the funds for the promotion of GRANTEE'S series of three exhibits entitled, "The Inaugural Year Exhibits Project"(hereinafter"the Project"). 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Fifty Thousand Dollars ($50,000). 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 "B"and made a part hereof, and shall submit evidence that the vendor invoices have been paid and samples of the promotional materials produced by that vendor or media outlet to the Tourism Director, or his designee, for review. Should these documents be unavailable, the GRANTEE may submit other legally viable evidence of payment subject to review and approval by the Clerk's Finance Department. (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 budget attached as Exhibit "D" 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's Finance Department 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 D." (f) Expenditures with print publications, broadcast, digital and social platforms should be placed in media that run outside Collier County (can also run in Collier County) and will be reimbursed up to the percentage of circulation or listenership outside of Collier County. [04-CMG-00002/1491805/I) 2 C 16F8 Distribution of promotional materials is encouraged outside of Collier County to promote overnight visitation, and will be reimbursed up to the percentage of distribution outside of Collier County. Distribution percentages for outside of Collier County media and promotional materials will be based on the grantee's best information available. (g) 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. (i) All requests for reimbursement must be received by September 30, 2020 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, 2019 and September 30, 2020. (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. [04-CMG-00002/1491805/11 3 S 16F8 (b) The certificate of insurance must he 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 Tourism Director 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 final status report on the form attached hereto as Exhibit"A" no later than October 15, 2020. (b) Each report shall identify the economic impact generated by the GRANTEE through the use of reports (Exhibit "A" — Final Status Report) which identify the amount spent, the duties performed, the services provided, and the goods delivered since the previous reporting period. (c) GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. (d) COUNTY may withhold any payments for failure of GRANTEE to provide the final status report and until the County receives the final status report or other report acceptable to the Tourism Director. [04-CMG-00002/1491805!1] 4 C • 16F8 (e) GRANTEE shall request that visitors to the Holocaust Museum for these three exhibits complete the visitor questionnaire attached to this Agreement as Exhibit"C." 6. CHOICE OF VENDORS AND FAIR DEALING: (a) GRANTEE may select vendors or subcontractors to provide services as described in Paragraph One(I). (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: [04-CMG-00002/1491 805/I) 5 16F8 Susan Suarez Holocaust Museum & Cohen Education Center 975 Imperial Golf Course Blvd., Suite 108 Naples, Florida 34110 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, Tourism Director Collier County Tourism Department 2660 N. Horseshoe Drive Suite 105 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. 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 [04-CMG-00002/1491805/1[ 6 GP 16F8 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, 2019 and shall remain effective for one year until September 30, 2020, If the project is not completed within the term of this [04-CMG-00002/1491805/1] 7 (11) 16F8 Agreement, all unreleased funds shall be retained by the COUNTY. Any extension of this Agreement beyond the one (1) year term in order to complete the Project must be at the express consent of the Collier County Board of County Commissioners. 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 ninety (90) days. Amendments shall be in writing and approved by the Board of County Commissioners. 17. 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 (Exhibit"A"—Final Status Report) to the Tourism Director or his designee, by October 15, 2020. 18. REQUIRED NOTATION: All collateral material and advertisements should identify Collier County tourism by displaying the CVB logo and website URL www.paradisecoast.com to qualify for reimbursement. 19. 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, [04-CMG•00002/1491805/1I 8 16F8 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. 4T -1381' i4 BOARD OF COUNTY COMMISSIONERS N,ERYSTAL KINZEL, Clerk COLLIE' 0 .' FLORIDA 6.414ttgrBy: ( ;411 110400 rine.$ '*t0' 1 IIIdf1's Wi,, am L. McDaniel, Jr., Chair an Approved as to form and legality: Colleen . Green Assistant County Attorney WITNESSES: GRANTEE: (1)s —mg:— Holocaust Museum& Cohen Education Center C,i• Printed/Typed� Nam -9 (2) � t?AJ CL BY: -1/0,117)G1M 5574(w 7-- NqvSUUGvn amf z b9l'?'sic&2f cc Printed/Typed Name Printed/Typed Name & Title lJ�-n [04•CMG•00002/149 1 805/1] 9 16F8 EXHIBIT "A" Collier County Tourist Development Council Final Status Report (Due by Oct. 15, 2020) EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: TITLE: ADDRESS: PHONE: 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 direct economic impact and revenue generated from 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 have been improved or expanded? [04-CMG-00002/1491 805/1] 10 `el 16F8 EXHIBIT "B" REQUEST FOR FUNDS COLLIER COUNTY TOURIST DEVELOPMENT COUNCIL EVENT NAME ORGANIZATION ADDRESS CONTACT PERSON TELEPHONE ( ) REQUEST PERIOD FROM TO REQUEST# ( )INTERIM REPORT ( )FINAL REPORT TOTAL CONTRACT AMOUNT S EXPENSE BUDGET REIMBURSEMENT REQUESTED TOTALS NOTE: Reimbursement of funds must stay within the confines of the Project Expenses outlined in your application. Reimbursement requests must include the following: evidence that the vendor invoices have been paid and samples of the promotional materials produced by that vendor or media outlet. 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 CHIEF OFFICIAL OR DESIGNEE: 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 [04-CMG-00002/149 1 805/I J 1 I 16F8 EXHIBIT "C" Naples Marco Island 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 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 FAMILY von Liebig Art Center Beaches Everglades Tour ATTRACTIONS Naples Museum of Art Naples Pier County Parks Naples Zoo Sugden Theatre Shelling National Park Naples Botanical Garden Artis Naples Fishing State Parks Fun'n Sun Water Park Art Galleries Boating Corkscrew Swamp Swamp Buggy Race Other Kayaking Conservancy of SW FL Mini Golf Other Lake Trafford County Museums Other Other SHOPPING AND DINING SIGHTSEEING RELAXATION AND Fifth Avenue South Lunch/Dinner Cruise/ ENTERTAINMENT Third Street South Sunset Cruise Golf Waterside Shops City Trolley Tour Spa Venetian Bay Everglades Tour Shelling Bayfront Segway Tour Seminole Casino Tin City Dolphin Cruise Lounges&Clubs Other Other Music Other 104-CMG-00002/1491805/1] 12 16F8 EXHIBIT "D" Holocaust Museum & Cohen Education Center Project Budget Exhibit acquisition and promotional expenditures for the Project. Total Funding—Not to Exceed: $50,000 [04-CMG-00002/1491805/1] 13 a� 16F8 Acc•® DATE(MM/DDIYYYY) CERTIFICATE OF LIABILITY INSURANCE 8/9/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Kristi Tulin Arthur J. Gallagher Risk Management Services, Inc. PHONE 239-262-7171 FAx 1395 Panther Lane, Suite 100 (A/C.No.Eat): (A/C,No):239-262-5360 Naples FL 34109 ADDRESS: Kristi Tulin@ajg.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Ohio Security Insurance Company 24082 INSURED INSURER B:Ohio Casualty Insurance Company 24074 The Holocaust Museum &Education Center of SWFL, Inc. INSURER c:Technology Insurance Company,Inc 42376 4760 Tamiami Trail N,#7 INSURER D: Naples FL 34103 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:948262133 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE INSD DDL SUBR POLICY EFF POLICY EXP NSD WVD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y BKS60033579 8/2/2019 8/2/2020 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $300,000 MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $3,000,000 PRO POLICY JECT LOC PRODUCTS-COMP/OPAGG $3,000,000 X OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) B X UMBRELLA LIAB X OCCUR US060033579 8/2/2019 8/2/2020 EACH OCCURRENCE $3,000,000 _ EXCESS LIAB CLAIMS-MADE AGGREGATE $3,000,000 DED X RETENTION$1f1,n/10 $ C WORKERS COMPENSATION TWC3790624 5/12/2019 5/12/2020 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBEREXCLUDED? N/A — (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:October 1,2019—September 30,2020 Collier County Board of County Commissioners and the Tourist Development Council are Additional Insured's with regards to General Liability when required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Collier County Board of County Commissioners and the ACCORDANCE WITH THE POLICY PROVISIONS. Tourist Development Council 3301 Tamiami Trail East Naples FL 34112 AUTHORIZED REPRESENTATIVE USA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 16F8 2019 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND NAPLES BOTANICAL GARDEN,INC. NON-COUNTY OWNED/OPERATED MUSEUMS THIS AGREEMENT is made and entered into this a� day of , 2019, by and between Naples Botanical Garden, Inc., a Florida not-for-profit corporation, hereinafter referred to as "GRANTEE" and Collier County, a political 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 exhibit fees and marketing expenses to promote exhibits and festivals using out-of-market advertising to attract overnight visitors to Collier County for two exhibits entitled "Nightlights in the Garden" and "Fall Walk"; and WHEREAS, the Tourist Development Council has recommended funding for GRANTEE'S exhibit fees and out-of-market advertising expenditures for the promotion of events to attract visitors and has made a recommended finding that this expenditure promotes tourism; and WHEREAS, the Board of County Commissioners ("Board") has made a finding that GRANTEE qualifies as a museum and that the Project expenditure promotes tourism; and WHEREAS, the Board has approved the funding request of the GRANTEE and authorized the Chairman to execute the Tourism Agreement. [04-CMG-00002/1491811/1] I �` 16 F8 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 "D," the GRANTEE shall expend the funds for the promotion of GRANTEE'S marketing of two exhibits entitled "Nightlights in the Garden" and "Fall Walk" (hereinafter"the Project"). 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of One Hundred Fifty Thousand Dollars ($150,000). 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 "B" and made a part hereof, and shall submit evidence that the vendor invoices have been paid and samples of the promotional materials produced by that vendor or media outlet to the Tourism Director, or his designee, for review. Should these documents be unavailable, the GRANTEE may submit other legally viable evidence of payment subject to review and approval by the Clerk's Finance Department. (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 budget attached as Exhibit "D" shall constitute authorization for the expenditure[s] described in the invoice Es]. (c) All expenditures shall be made in conformity with this Agreement. [ ]o [04-CMG-00002/1491811/1] 2 16 F8 (d) The COUNTY shall not pay GRANTEE until the Clerk's Finance Department 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 D." (0 Expenditures with print publications, broadcast, digital and social platforms should be placed in media that run outside Collier County (can also run in Collier County) and will be reimbursed up to the percentage of circulation or listenership outside of Collier County. Distribution of promotional materials is encouraged outside of Collier County to promote overnight visitation, and will be reimbursed up to the percentage of distribution outside of Collier County. Distribution percentages for outside of Collier County media and promotional materials will be based on the grantee's best information available. (g) 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. (i) All requests for reimbursement must be received by September 30, 2020 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, 2019 and September 30, 2020. [04-CMG-00002/149181 I/I] 3 16F8 (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: 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 Tourism Director or his designee with copies of the Agreement executed by GRANTEE. The GRANTEE shall not continence 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 final status report on the form attached hereto as Exhibit"A"no later than October 15,2020. [04-CM0-00002/1491811/1] 4 1 16F8 (b) Each report shall identify the economic impact generated by the GRANTEE through the use of reports (Exhibit "A" — Final Status Report) which identify the amount spent, the duties performed, the services provided, and the goods delivered since the previous reporting period. (c) GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. (d) COUNTY may withhold any payments for failure of GRANTEE to provide the final status report and until the County receives the final status report or other report acceptable to the Tourism Director. (e) GRANTEE shall request that visitors to Naples Botanical Garden for the two exhibits complete the visitor questionnaire attached to this Agreement as Exhibit"C." 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. [04-CMG-00002/1491811/1] 5 16F8 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: Executive Director Naples Botanical Garden, Inc. 4820 Bayshore Dr. Naples,Florida 34112 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, Tourism Director Collier County Tourism Department 2660 N. Horseshoe Drive Suite 105 Naples,Florida 34104 j ackwert@colliergov.net 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. [04-CMG-00002/(491811/13 6 16F8 1 9. 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. 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 [04-CMG-00002/149181111] 7 16F8 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, 2019 and shall remain effective for one year until September 30, 2020. 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 one (1) year term in order to complete the Project must be at the express consent of the Collier County Board of County Commissioners. 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 ninety (90) days. Amendments shall be in writing and approved by the Board of County Commissioners. [04-CMG-00002/149181111] 8 16F8 17. 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 (Exhibit"A"—Final Status Report) to the Tourism Director or his designee,by October 15, 2020. 18. REQUIRED NOTATION: All collateral material and advertisements should identify Collier County tourism by displaying the CVB logo and website URL www.paradisecoast.com to qualify for reimbursement. 19. 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. * * * * * [Oil-CMG-00002/1491811/1] 9 16F8 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 CRYSTAL IC'ifIAEL, Clerk COLLIE' 0 . Y, FLORIDA C€) _/.., 1► �t.: By: S Wi ,am L. Mc P aniel, Jr., Chai nan ',51§01tur Only. ' Approved as'to form and legality: cki`g di/ / 1//1/k2t_Q_ olleen M. Greene Assistant County Attorney WITNESSES: GRANTEE: (1 LL : , NAPLES BOTANICAL GARDEN, INC. Printed/Typed Name (2dr. J . 1 �i. ..._%1« BY: Lcuk . Printed/Typed Name Printed/Typed Name Printed/Typed Title [04-CMG-00002/1491811/1] 10 { 16F8 EXHIBIT "A" Collier County Tourist Development Council Final Status Report (Due by Oct. 15, 2020) EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: TITLE: ADDRESS: PHONE: 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 direct economic impact and revenue generated from 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? [04-CMG-00002/1491811/l] 11 ;'-; 16F8 EXHIBIT "B" REQUEST FOR FUNDS COLLIER COUNTY TOURIST DEVELOPMENT COUNCIL EVENT NAME ORGANIZATION ADDRESS CONTACT PERSON TELEPHONE( ) REQUEST PERIOD FROM TO REQUEST# ( ) INTERIM REPORT ( )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. Reimbursement requests must include the following: evidence that the vendor invoices have been paid and samples of the promotional materials produced by that vendor or media outlet. 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 CHIEF OFFICIAL OR DESIGNEE: 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 r ` [04-CMG-00002/1491811/I] 12 16F8 EXHIBIT "C" Naples Marco 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 FAMILY von Liebig Art Center Beaches Everglades Tour ATTRACTIONS Naples Museum of Art Naples Pier County Parks Naples Zoo Sugden Theatre Shelling National Park Naples Botanical Garden Artis Naples Fishing State Parks Fun'n Sun Water Park Art Galleries Boating Corkscrew Swamp Swamp Buggy Race Other Kayaking Conservancy of SW FL Mini Golf Other Lake Trafford County Museums Other Other SHOPPING AND DINING SIGHTSEEING RELAXATION AND Fifth Avenue South Lunch/Dinner Cruise/ ENTERTAINMENT Third Street South Sunset Cruise Golf Waterside Shops City Trolley Tour Spa Venetian Bay Everglades Tour Shelling Bayfront Segway Tour Seminole Casino Tin City Dolphin Cruise Lounges&Clubs Other Other Music Other [04-CMG-00002/1491811/1] 13 (`V''rt`;) 16F8 EXHIBIT "D" Naples Botanical Garden Project Budget Exhibit fees and Out of Collier County Area Advertising and Marketing Related Expenses for the Project. Total Funding—Not to Exceed: $150,000 � [04-CMG-00002/1491811/1] 14 ;` 5f 16F8 A�® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/ ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Baldwin Krystyn Sherman PHONE FAX 4010 W Boy Scout Blvd (Arc,No.Ext):813-984-3200 (A/C,No):813-984-3201 Suite 200 ADDARESS: certificates@bks-partners.com Tampa FL 33607 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Associated Industries Ins.Co.,Inc. 23140 INSURED 1NAPLBOT INSURER B:Philadelphia Indemnity Insurance Co. 18058 Naples Botanical Garden,Inc. 4820 Bayshore Dr. INSURER C: Naples FL 34112 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:1728535559 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LIMITS LTR INSD )WD POLICY NUMBER (MM/DD/YYYY) (MM/DD/YYYY) B X COMMERCIAL GENERAL LIABILITY Y PHP K1887546 9/30/2018 9/30/2019 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $100,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GE 'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY PRO-JECT LOC PRODUCTS-COMP/OP AGG $2,000,000 OTHER: $ B AUTOMOBILE LIABILITY Y PHPK1887546 9/30/2018 9/30/2019 COMBINED SINGLE LIMIT $1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per acddent) $ HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY (Per accident) B X UMBRELLA LIAB OCCUR PHUB649234 9/30/2018 9/30/2019 EACH OCCURRENCE $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED X RETENTION$10 000 $ A WORKERS COMPENSATION AWC1095294 2/1/2018 2/1/2019 X STATUTE ERH AND EMPLOYERS'LIABILITY Y/N ANYPROPRIETORIPARTNER/EXECUTIVEN N/A E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached If more space is required) Collier County Board of County Commissioners and the Tourist Development Council are Additional Insured with respects to General Liability,where required by written contract. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Collier County Board of County Commissioners and the Tourist Development Council AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 16F8 2019 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND THE GOLISANO CHILDREN'S MUSEUM OF NAPLES,INC. NON-COUNTY OWNED/OPERATED MUSEUMS THIS AGREEMENT is made and entered into this Q-1. day of Se +eIA (2019, 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 exhibit fees and marketing expenses to promote exhibits and festivals using out-of-market advertising to attract overnight visitors to Collier County for three traveling exhibits entitled, "Paw Patrol," "Wild Kratts: Creature Power," and "Castle Builder - Lego" with additional exhibit offerings available upon availability; and WHEREAS, the Tourist Development Council has recommended funding for GRANTEE'S exhibit fees and out-of-market advertising expenditures for the promotion of events and to attract visitors and has made a recommended finding that this expenditure promotes tourism; and [04-CMG-00002/1491812/1] I 16F8 WHEREAS, the Board of County Commissioners ("Board") has made a finding that GRANTEE qualifies as a museum and that the Project expenditure promotes tourism; and WHEREAS, the Collier County Board of County Commissioners has approved the funding request of the GRANTEE and authorized the Chairman 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 "D," the GRANTEE shall expend the funds for the promotion of GRANTEE'S marketing of three traveling exhibits entitled, "Paw Patrol," "Wild Kratts: Creature Power," and"Castle Builder- Lego" (hereinafter"the Project"). 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Three Hundred Twenty-Six Thousand and One Hundred Dollars ($326,100). 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 "B" and made a part hereof, and shall submit evidence that the vendor invoices have been paid and samples of the promotional materials produced by that vendor or media outlet to the Tourism Director, or his designee, for review. Should these documents be unavailable, the GRANTEE may submit other legally viable evidence of payment subject to review and approval by the Clerk's Finance Department. [04-CMG-00002/1491812/I] 2 16F8 (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 budget attached as Exhibit "D" 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's Finance Department 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 D." (f) Expenditures with print publications, broadcast, digital and social platforms should be placed in media that run outside Collier County (can also run in Collier County) and will be reimbursed up to the percentage of circulation or listenership outside of Collier County. Distribution of promotional materials is encouraged outside of Collier County to promote overnight visitation, and will be reimbursed up to the percentage of distribution outside of Collier County. Distribution percentages for outside of Collier County media and promotional materials will be based on the grantee's best information available. (g) 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. (i) All requests for reimbursement must be received by September 30, 2020 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: [04-CMG-00002/1491812/1] 3 16F8 (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, 2019 and September 30, 2020. (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: 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 Tourism Director 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 [04-CMG-00002/1491812/1] 4 16F8 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 final status report on the form attached hereto as Exhibit"A"no later than October 15, 2020. (b) Each report shall identify the economic impact generated by the GRANTEE through the use of reports (Exhibit "A" — Final Status Report) which identify the amount spent, the duties performed, the services provided, and the goods delivered since the previous reporting period. (c) GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. (d) COUNTY may withhold any payments for failure of GRANTEE to provide the final status report and until the County receives the final status report or other report acceptable to the Tourism Director. (e) GRANTEE shall request that visitors to The Golisano Children's Museum of Florida complete the visitor questionnaire attached to this Agreement as Exhibit"C." 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. [04-CMG-00002/1491812/hJ 5 161= 8 (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: Karysia Demarest, Executive Director Golisano Children's Museum 15080 Livingston Rd, Naples, FL 34109 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,Tourism Director Collier County Tourism Department 2660 N. Horseshoe Drive Suite 105 [04-CMG-00002/1491812/1] 6 16F8 Naples, Florida 34104 Jackwert@colliergov.net 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. 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. [04-CMG-00002/1491812/1] 7 16F8 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, 2019 and shall remain effective for one year until September 30, 2020. 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 one (1) year term in order to complete the Project must be at the express consent of the Collier County Board of County Commissioners. 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 [04-CMG-00002/1491812/1] 8 16F8 Agreement to extend the term for an additional ninety (90) days. Amendments shall be in writing and approved by the Board of County Commissioners. 17. 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 (Exhibit"A"—Final Status Report) to the Tourism Director or his designee, by October 15, 2020. 18. REQUIRED NOTATION: All collateral material and advertisements should identify Collier County tourism by displaying the CVB logo and website URL www.paradisecoast.com to qualify for reimbursement. 19. 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. * * * * * [04-CMG-00002/149181211] 9 16F8 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. Al lff:1',•• BOARD OF COUNTY COMMISSIONERS . CkYSTALrJ ?ICINZEL, Clerk COLLIE' . • -1► Y, FLORIDA ,e). . , 0.0 `f. "� I's``'~'SI By: _,._/ f? • ��. Lllmoan s Wi,am L. Mc P aniel, Jr., Chat man 'rove, .s to form an legality: lleen M. Greene Assistant County Attorney WITNESSES() GRANTEE: (1) l THE GOLISANO CHILDREN'S MUSEUM OF NAPLES, INC. CCvroli.v_C),–Tk CCt Printed/Typed Name (2)C M 1.4--____1.4--____ 1 BY:('l Cvt GC —1)e4tAC)- 224- '4-koL N W' LL,4,4 s 14r,,r1 s fa. -D�•iisn 64..0-C Printed/Typed Name Printed/'Typed Name EACeG ,J4. ',rhe Printed/Typed Title [04-CMG-00002/1491812/1] 10 �p4 16F8 EXHIBIT "A" Collier County Tourist Development Council Final Status Report (Due by Oct. 15, 2020) EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: TITLE: ADDRESS: PHONE: 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 direct economic impact and revenue generated from 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? [04-CMG-00002/1491812/1] II 16F8 EXHIBIT "B" REQUEST FOR FUNDS COLLIER COUNTY TOURIST DEVELOPMENT COUNCIL EVENT NAME ORGANIZATION ADDRESS CONTACT PERSON TELEPHONE ( ) REQUEST PERIOD FROM TO REQUEST# ( )INTERIM REPORT ( ) 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. Reimbursement requests must include the following: evidence that the vendor invoices have been paid and samples of the promotional materials produced by that vendor or media outlet. 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 CHIEF OFFICIAL OR DESIGNEE: 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 [04-CMG-00002/1491812/1] 12 16F8 EXHIBIT "C" Naples Marc,-.°Island 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 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 FAMILY von Liebig Art Center Beaches Everglades Tour ATTRACTIONS Naples Museum of Art Naples Pier County Parks Naples Zoo Sugden Theatre Shelling National Park Naples Botanical Garden Artis Naples Fishing State Parks Fun'n Sun Water Park Art Galleries Boating Corkscrew Swamp Swamp Buggy Race Other Kayaking Conservancy of SW FL Mini Golf Other Lake Trafford County Museums Other Other SHOPPING AND DINING SIGHTSEEING RELAXATION AND Fifth Avenue South Lunch/Dinner Cruise/ ENTERTAINMENT Third Street South Sunset Cruise Golf Waterside Shops City Trolley Tour Spa Venetian Bay Everglades Tour Shelling Bayfront Segway Tour Seminole Casino Tin City Dolphin Cruise Lounges&Clubs Other Other Music Other [04-CMG-00002/1491812/1] 13 16F8 EXHIBIT "D" The Golisano Children's Museum of Naples, Inc. Project Budget Exhibit Fees and Out of Collier County Area Advertising and Marketing Related Expenses for the Project. Total Funding—Not to Exceed: $326,100 [04-CMG-00002/1491812/1] 14 t\f.4fp1 16F8 AcL1® CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 2/28/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have'ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies•may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Arthur J. Gallagher Risk Management Services, Inc. PHONE Stephanie Benson FAX 1395 Panther Lane, Suite 100 (ac.No.Ext):239-280-3219 (A/C,No):239-262-5360 Na les FL 34109 E-MAIL p ADDRESS: stephanie benson@ajg.com INSURER(S)AFFORDING COVERAGE _ NAIC# INSURER A:Philadelphia Indemnity Insurance Company 18058 INSURED INSURER B: Golisano Children's Museum of Naples, Inc. INSURER C: 15080 Livingston Rd INSURER D: Naples FL 34109 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:47580799 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL SUBR LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY EXP (MMIDD/YYYY) (MMIDD/YYYY) - LIMITS A X COMMERCIAL GENERAL LIABILITY Y PHPK1946742 2/25/2019 2/25/2020 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES(Ea occurrence) $100,000 MED EXP(Any one person) $0 PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $3,000,000 X POLICY PRO- — JECT LOC PRODUCTS-COMP/OPAGG $3,000,000 OTHER: $ A AUTOMOBILE LIABILITY PHPK1946742 2/25/2019 2/25/2020 COMBINED 1,INGLELIMIT $1,000,000 X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Peraccident) AUTOS ONLY AUTOS $ X HIRED x NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY (Per accident) $ A X UMBRELLA LIAB X OCCUR PHUB665881 2/25/2019 2/25/2020 EACH OCCURRENCE _ $10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE - $10,000,000 DED X RETENTION$in pm - - $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE" ER ANYPROPRIETOR/PARTN ER/EXECUTI V E OFFICER/MEMBER EXCLUDED? N/A E.L.EACH ACCIDENT $ (Mandatory in NH) • E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A General Liability PHPK1946742 2/25/2019 2/25/2020 Employee Benefits 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Collier County Board of County Commissioners and the Tourist Development Council are included as additional insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Collier County Board of County Commissioners and THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Tourist ACCORDANCE WITH THE POLICY PROVISIONS. Development Council 3301 East Tamiami Trail AUTHORIZED REPRESENTATIVE Naples FL 34112 USA l/c./G� --- .- ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 16F8 .4 CERTIFICATE OF LIABILITY INSURANCE 0DATE 5/23/2019D� ) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Paychex Insurance Agency Inc PAYCHEX INSURANCE AGENCY, INC. PHONE FAX 150 SAWGRASS DRIVE (NC,NO.EXT): 877-266-6850 (A/C,No): 585-389-7426 ROCHESTER, NY 14620 E-MAIL Certs@paychex.com ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: ILLINOIS NATIONAL INSURANCE COMPANY 23817 Paychex Business Solutions LLC INSURER B: Golisano Childrens Museum of Naples 911 PANORAMA TRAIL SOUTH INSURER C: ROCHESTER,NY 14625-0397 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD (MM/DD/YYYY) (MM/DD/YYYY) GENERAL LIABILITY EACH OCCURRENCE $ COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES(Fa occurrence) $ F7CLAIMS-MADEF—IOCCUR MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: — PRODUCTS-COMP/OP AGG POLICY L I PROJECT LOC $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT ANY AUTO (Ea accident) $ ALL OWNED SCHEDULED BODILY INJURY AUTOS AUTOS (Per person) $ HIRED AUTOS NUTOS ON-OWNED BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION AND 020338985 06/01/2019 06/01/2020 X WRY IC AH M TS FR A EMPLOYERS'LIABILITY E.L.EACH ACCIDENT $ 1,000,000.00 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? y/N E.L.DISEASE-EA EMPLOYEE $ 1,000,000.00 (Mandatory In NH) N/A E.L.DISEASE-POLICY LIMIT $ 1,000,000.00 If yes,describe under OFSORIPTION OF OPFRATIONS halnw DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES(Attach ACORD 101,Additional Remarks Schedule,if more space is required) Worker's Compensation coverage is provided to only those employees leased to,but not subcontractors of the named insured. CERTIFICATE HOLDER CANCELLATION Proof of Coverage SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 16F8 2019 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND NAPLES ZOO,INC. NON-COUNTY OWNED/OPERATED MUSEUMS THIS AGREEMENT is made and entered into this Li day of • 2019, by and between Naples Zoo, Inc., 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 using out-of-market advertising to attract overnight visitors to Collier County for the traveling exhibit entitled "National Geographic's Photo Ark"; and WHEREAS, the Tourist Development Council has recommended funding for GRANTEE'S exhibit fees and out-of-market advertising expenditures for the promotion of events to attract visitors and has made a recommended finding that this expenditure promotes tourism; and WHEREAS, the Board of County Commissioners ("Board") has made a finding that GRANTEE qualifies as a museum and that the Project expenditure promotes tourism; and [04-CMG-00002/1491813/1] I 16F8 WHEREAS, the Collier County Board of County Commissioners has approved the funding request of the GRANTEE and authorized the Chairman 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 "D," the GRANTEE shall expend the funds for the promotion of GRANTEE'S marketing for a traveling exhibit entitled "National Geographic's Photo Ark" (hereinafter"the Project"). 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of One Hundred Seventy Thousand Four Hundred and Twenty-One Dollars ($170,421). 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 "B" and made a part hereof, and shall submit evidence that the vendor invoices have been paid and samples of the promotional materials produced by that vendor or media outlet to the Tourism Director, or his designee, for review. Should these documents be unavailable, the GRANTEE may submit other legally viable evidence of payment subject to review and approval by the Clerk's Finance Department. (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 [04-CMG-00002/1491813/1] 2 16F8 performed in accordance with such authorization. The budget attached as Exhibit "D" 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's Finance Department 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 D." (f) Expenditures with print publications, broadcast, digital and social platforms should be placed in media that run outside Collier County (can also run in Collier County) and will be reimbursed up to the percentage of circulation or listenership outside of Collier County. Distribution of promotional materials is encouraged outside of Collier County to promote overnight visitation, and will be reimbursed up to the percentage of distribution outside of Collier County. Distribution percentages for outside of Collier County media and promotional materials will be based on the grantee's best information available. (g) 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. (i) All requests for reimbursement must be received by September 30, 2020 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in Paragraph One (1) will be paid by COUNTY. [04-CMG-00002/1491813/1] 3 • 16F8 (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2019 and September 30, 2020. (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: 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 Tourism Director 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: [04-CMG-00002/1491813/I] 4 16F8 (a) GRANTEE shall provide to County a final status report on the form attached hereto as Exhibit"A" no later than October 15, 2020. (b) Each report shall identify the economic impact generated by the GRANTEE through the use of reports (Exhibit "A" — Final Status Report) which identify the amount spent, the duties performed, the services provided, and the goods delivered since the previous reporting period. (c) GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. (d) COUNTY may withhold any payments for failure of GRANTEE to provide the final status report and until the County receives the final status report or other report acceptable to the Tourism Director. (e) GRANTEE shall request that visitors to Naples Zoo, Inc. complete the visitor questionnaire attached to this Agreement as Exhibit"C." 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. [04-CMG-00002/1491813/1] 5 16F8 (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: Naples Zoo, Inc. Jack Mulvena, President/CEO 1590 Goodlette Road Naples, Florida 34102 jack@napleszoo.org 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, Tourism Director Collier County Tourism Department 2660 N. Horseshoe Drive Suite 105 Naples, Florida 34104 jackwert@colliergov.net [04-CMG-00002/1491813/1] 6 16F8 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. 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. 13. AVAILABILITY OF FUNDS: [04-CMG-00002/1491813/1] 7 1 .6F8 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, 2019 and shall remain effective for one year until September 30, 2020. 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 one (1) year term in order to complete the Project must be at the express consent of the Collier County Board of County Commissioners. 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 104-CMG-00002/1491813/11 8 16F8 Agreement to extend the term for an additional ninety (90) days. Amendments shall be in writing and approved by the Board of County Commissioners. 17. 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 (Exhibit"A"—Final Status Report) to the Tourism Director or his designee, by October 15, 2020. 18. REQUIRED NOTATION: All collateral material and advertisements should identify Collier County tourism by displaying the CVB logo and website URL www.paradisecoast.com to qualify for reimbursement. 19. 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. * * * * * [04-CMG-00002/1491813/1] 9 16F8 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. A . ;i,� BOARD OF COUNTY COMMISSIONERS ' CRYS�TAL4. KINZEL, Clerk COLLIE;. 1 J TY, FLORIDA d / 11b 0 � ��l� , By: C��� Will':m L. Mc 1. e , Jr., Cha • an ,JA. A fest; sto Chairman's / • re only. Approved as to form and legality: COolleen M. Greene Assistant County Attorney W A0.2, GRANTEE: (AliS, NAPLES ZOO, INC. Pri ted yped ,ame ilbe — , .AAit ' ' BY: C)I ------------- ,. T il-sS 1140 vo\tl �PRF C, Printed/TypANa Printed/Typed Name & Title [04-CMG-00002/1491813/I] 10 i6F8 ACc' CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 04/24/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER.AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorr@mept(s). PRODUCER CONTACT K&K INSURANCE GROUP,INC. PHONE EVENTS&ATTRACTIONS P.O.BOX 2338 A/C No,Ext): 800-553-8368 FAX No): 260-459-5624 FORT WAYNE,IN 46801 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: NATIONAL CASUALTY COMPANY 11991 INSURED INSURER B: NAPLES ZOO,INC. INSURER C: DBA:NAPLES ZOO AT CARIBBEAN GARDENS 1590 GOODLETTE ROAD INSURER D: NAPLES,FL 34102 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: C101694 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS INSR TYPE OF INSURANCE ADDL SUER POUCY EFF POUCY EXP LTR INSD VWD POUCY NUMBER (MM'OOJYYYY) (MM/DO/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y KK00000022918000 3/15/2019 3/15/2020 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X OCCUR EM SE Ea Occurrence)12:01 AM 12:01 AM PRTD $300,000 MED EXP(Any one person) EXCLUDED PERSONAL 8 ADV INJURY $1,000,000 GENERAL AGGREGATE UNLIMITED GE 'L AGGREGATE LIMIT APPLIES PER PRODUCTS—COMP/OP AGG $5,003,000 X POLICY I I PROJECT i I LOC LEGAL LIAB TO PARTICIPANTS NC OTHER: PROFESSIONAL LIABILITY A AUTOMOBILE LIABILITY KK00000022918100 3/15/2019 3/15/2020 COMBINED SINGLE LIMiT $1,000,000 ,(Ea accidents ANY AUTO 12:01 AM 12:01 AM _BODILY INJURY(Per person) X—, OWNED SCHEDULED AUTOS AUTOS ONLY BODILY INJURY(Per accident) X HIRED ` NON-0WNED PROPERTY DAMAGE - AUTOS ONLY X AUTOS ONLY (Per accident) A UMBRELLA UAB X OCCUR XK00000022918200 3/15/2019 3/15/2020 EACH OCCURRENCE $10,000,000 X EXCESS LIAB CLAIMS-MADE 12:01 AM 12:01 AM AGGREGATE $10,000,000 DED [ l RETENTION B WO k1(ERS COMPENSATION AND EMPLOYERS'LIABILITY N/A WCC330173A 1/112019 1I7l2020 PER ANY PROPRIETOR/PARTNER/ Y/N 12:01 AM 12:01 AM X STATUTE OTHER EXECUTIVE OFFICER/MEMBER E.L.EACH ACCIDENT EXCLUDED?(Mandatory in NH) $500,000 If yes,describe under E.L.DISEASE—EA EMPLOYEE DESCRIPTION OF OPERATIONS below $500,000 E.L DISEASE—POLICY LIMIT $500.000 PARTICIPANT ACCIDENT ADaD Primary Medical Excess Medical Weekly Indemnity DESCRIPTION OF OPERATIONS!LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space Is required) COLLIER COUNTY BOARD IS ADDED AS ADDITIONAL.INSURED,BUT ONLY FOR LIABILITY CAUSED,IN WHOLE OR IN PART,BY THE ACTS OR OMISSIONS OF THE NAMED INSURED AS REQUIRED BY WRITTEN CONTRACT. CERTIFICATE HOLDER CANCELLATION COLLIER COUNTY BOARD OF COUNTY COMMISSIONERS& SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE THE TOURIST DEVELOPMENT COUNCIL EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVE D IN ACCORDANCE WITH 3329 TAMIAMI TRAIL EAST, SUITE 303 THE POLICY PROVISIONS. NAPLES,FL 34112 AUTHORIZED RE ESENTA ACORD 25(2015103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD