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Backup Document 06/28/2022 Item #16F 5 (Opera Naples, Inc. - 2023 Festival Under the Stars) ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP 1 6 F 6 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later than Monday preceding the Board meeting. ** ROUTING SLIP** Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is already complete with the exception of the Chairman's signature,draw a line through routinglines#1 through#2,complete the checklist,and forward to the Coun ;Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. Sec n o{a,S 1es.9 lr��1-I' 6/30 f 2Z 2. 1010, 3. County Attorney Office County Attorney Office 4. BCC Office Board of County Commissioners - 5. Minutes and Records Clerk of Court's Office PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above may need to contact staff for additional or missing information. Name of Primary Staff 2-S`; Phone Number � t -7 0'g Contact/Department Agenda Date Item was /^_ �� Agenda Item Number ' Approved by the BCC lG '� (2' Type of Document(s) ✓ Number of Original ✓ Attached lNg Y- -MEANtS Documents Attached 15 PO number or account number if document is to be recorded INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A" in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature(instead of stamp)? 2. Does the document need to be sent to another agency for additional signatures? If yes, provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. 3. Original document has been signed/initialed for legality. (All documents to be signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney.) 4. All handwritten strike-through and revisions have been initialed by the County Attorney Office and all other parties except the BCC Chairman and the Clerk to the Board. 5. The Chairman's signature line date has been entered as the date of BCC approval of the document or the final negotiated contract date whichever is applicable. �- 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip should be provided to the County Attorney Office at the time the item is uploaded to the agenda. Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on 60/M I).)-and all changes made during the meeting have been incorporated in the attached document. The County Attorney 'f Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC,all changes directed by the BCC have been made,and the document is ready for the Chairman's signature. I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04;Revised 1.26.05;2.24.05; 11/30/12;4/22/16;9/10/21 6 Melinda S. Ragan F To: JenniferLeslie Subject: Item #16F5 Opera House Attachments: Backup Document 06_28_2022 Item #16F 5 (Opera House).pdf Please find the attached document for your record. Thank You! Mende Ragan BMR&VAB Deputy Clerk von-<'ouRT Office: 239-252-8411 Fax: 239-252-8408 Melinda.Ragan@CollierClerk.com Office of the Clerk of the Circuit Court &Comptroller of Collier County ���. o�•�c 3399 Tamiami Trail E,Suite#401 -4<Ot.'h1w•`1" Naples, FL 34112 www.CollierClerk.com I6F5 2022 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND OPERA NAPLES,INC. NON-COUNTY OWNED/OPERATED MUSEUMS THIS AGREEMENT is made and entered into this)S day of , 2022, by and between Opera Naples, Inc., a Florida not-for-profit corporation, hereinafter referred to as "GRANTEE"and Collier County, a political subdivision of the State of Florida; and 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 the 2023 Festival Under the Stars (3rd Annual) (hereinafter"the Project"); and WHEREAS, the Tourist Development Council has recommended funding for GRANTEE'S exhibit fees and out-of-market advertising expenditures for the Project, and has made a finding that this expenditure promotes tourism; and WHEREAS, the Board of County Commissioners ("Board") has made a finding that GRANTEE qualifies as a museum approved funding request, approves the Project expenditure, and finds that the Project expenditure promotes tourism. [04-CMG-00002/1721392/1] 1 013 ' 6F5 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 "C," the GRANTEE shall expend the funds for the promotion of GRANTEE'S marketing of the Project. 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Thirty-Five Thousand Dollars (S35.000). 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 "C" shall constitute authorization for the expenditure[s] described in the invoice[s]. (c) All expenditures shall be made in conformity with this Agreement. [04-CMG-00002/1721392/1] 2CAO 16F5 (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 C." (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, 2023 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, 2022 and September 30,2023. [04-CMG-00002/1721392/1] 3 16F5 (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 arc 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 15,2023. t04-CMG-00002/1 72 1 392/1] 4 �� 1 6f 5 (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 event(s) complete a visitor questionnaire. 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-00002/1721392/1] 5 CAO 1. 6F5 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: Larry Ost, Chairman of the Board Opera Naples, Inc. 2408 Linwood Avenue Naples, Florida 34112 lost@operanaples.org and kkvle@operanaples.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: John Melleky, Arts and Culture Manager Collier County Tourism Department 2660 N. Horseshoe Drive Suite 105 Naples,Florida 34104 John.Melleky@colliercountyfl.gov 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. r � [04-CMG-0000211721392/1] 6 �� I6F5 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-00002/1721392/1] 7 CAD 16F5 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, 2022 and shall remain effective for one year until September 30, 2023. 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-00002/1721392/1] 8 C&C 1 6F 5 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, 2023. 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. COVID-19 REQUIREMENTS: For each event, GRANTEE is required to maintain compliance with state and local emergency rules, orders, and/or ordinances, and GRANTEE is encouraged to follow applicable Centers for Disease Control and Prevention(CDC.gov/coronavirus) guidelines for hosting events during the COVID-19 pandemic. Event planners and organizers may collaborate with state and local health officials on whether and how to implement these considerations making adjustments to meet the unique needs and circumstances of the local community. 20. AMENDMENTS: This Agreement may only be amended by mutual written agreement of the parties, after review by the Collier County Tourist Development Council if applicable, i.e., if additional tourist development tax funds are requested. * * * * * [04-CMG-00002/1721392/1] 9 'O 1.. 6F-5► IN WITNESS WHEREOF, the GRANTEE and COUNTY have respectively, by an thorized person or agent, hereunder set their hands and seals on the date and year first above . ATTEST. BOARD OF COUNTY COMMISSIONERS CRYSTAL K. KINZFL, Clerk COLLI ' 0 ' .',.�,� ': FLORIDA 1k // ee ,, ' ' AdeS 0 V42 AP / tillitO Aft as t0 Chi Wile.m L. McDaniel, Jr., Chairperson Approvegeaf orm and legality: c /Oa Colleen M. Green Assistant County Attorney W r ESSES: GRANTEE: (1) OPERA NAPLES, INC. Printed/Typed N. e Zawmige h`Oft (2) BY: Lawrence H.Ost(Jun 1,202212:07 EDT) Lawrence H. Ost Printed/Typed Name CM(/' Printed/Typed Name Chairman of the Board Printed/Typed Title [04-CMG-00002/1 72 1 392/1] 10 CAC 16F5 EXHIBIT "A" Collier County Tourist Development Council Final Status Report (Due by Oct. 15, 2023) 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-00002/1721392/I] 11 ' 1 bF 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-00002/1721392/11 12 G > 16F EXHIBIT "C" Opera 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: $35,000 [04-CMG-00002/1721392/1] 13 CAW 16F5 ® DATE(MM/DD/YYYY) AO o CERTIFICATE OF LIABILITY INSURANCE 6/3/2022 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: Sheryl Dunne Arthur J. Gallagher Risk Management Services, Inc. PHONE FAX 1395 Panther Lane Suite 100 (NC.No.EXU 239-262-7171 : (NC,No):239-262-5360 Naples FL 34109 ADDRESS: certrequest@ajg.com INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Philadelphia Indemnity Insurance Company 18058 INSURED OPERNAP-01 INSURER B:Zenith Insurance Company 13269 Opera Naples, Inc. 2408 Linwood Ave INSURER C: Naples FL 34112 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:2051063914 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 ADDLTYPE OF INSURANCE INSD SUBRWVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MMIDDIYYYY) (MM/DD/YYYY) A X COMMERCIAL GENERAL LIABILITY Y PHPK2279924 8/7/2021 8/7/2022 EACH OCCURRENCE $1,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES(Ea occurrence) $300,000 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 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) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION Z134574105 10/20/2021 10/20/2022 PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER YIN ANYPROPRIETOR/PARTNER/EXECUTIVE NIA E.L.EACH ACCIDENT $100,000 OFFICER/MEMBEREXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $100,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $500,000 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 City of Naples are Additional Insureds as respect to General Liability. For any work performed in Collier County. 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 3327 Tamiami Trail E., AUTHORIZED REPRESENTATIVE Naples FL 34112 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD