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Backup Documents 09/26/2023 Item #11B ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO 'P I 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 routing lines#1 through#2,complete the checklist,and forward to the County Attorney Office. Route to Addressee(s) (List in routing order) Office Initials Date 1. 2. 3. County Attorney Office \ `SDI County Attorney Office j° 111a:3 4. BCC Office Board of County Commissioners RC b / !41123 5. Minutes and Records Clerk of Court's Office till* /b,2 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 p Phone Number Contact/Department V��Ch-• 6 0 Agenda Date Item was +`� Agenda Item Number 1 Approved by the BCC ` Type of Document(s) (1 \ n� � ��M C Number Original Attached ` 1 3J f W Documents Attached 13 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 signatu a(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. V 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 on9.- -amend all changes made during is4f01 the meeting have been incorporated in the attached document. The County Attorney Office has reviewed the changes,if applicable. e 9. Initials of attorney verifying that the attached document is the version approved by the d5not BCC,all changes directed by the BCC have been made,and the document is ready for the (� t� fi �� :. Chairman's signature. slti 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 1 1B f 2023 TOURISM PROMOTION AGREEMENT BETWEEN COLLIER COUNTY AND FLORIDA STONE CRABBERS ASSOCIATION,INC. MARKETING AND EVENT GRANT THIS AGREEMENT is made and entered into this 26 day of 519tc„btr , 2023, by and between Florida Stone Crabbers Association, Inc., a Florida not-for-profit corporation, hereinafter referred to as"GRANTEE"and Collier County, a political subdivision of the State of Florida, hereinafter referred to as"COUNTY." WHEREAS,the COUNTY has adopted a Tourist Development Plan (hereinafter referred to as"Plan")funded by proceeds from the Tourist Development Tax; and WHEREAS,the Collier County Tourism Ordinance provides that certain of the revenues generated by the Tourist Development Tax are to be allocated to promote and advertise tourism within the State of Florida,nationally and internationally which encourages tourism;and WHEREAS, GRANTEE has applied to the Tourist Development Council and the County to use Tourist Development Tax to promote the 2024 production of the 54th Annual Everglades Seafood Festival, an event held in Collier County(hereinafter"the Project");and WHEREAS, the Tourist Development Council has made a recommended finding to approve this funding request and that this expenditure promotes tourism;and WHEREAS, the Board of County Commissioners ("Board") has approved the funding request of the GRANTEE, and made a finding that this expenditure promotes tourism. 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-00002/1790463/1) 1 CIO 1 1B 4 (a) The GRANTEE shall expend the funds for the out-of-County promotion of GRANTEE'S marketing of the Project, in accordance with the authorized expenditures as set forth in the Budget, attached hereto as Exhibit"A." 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Forty-One Thousand Three Hundred Thirty-Five Dollars($41,335). GRANTEE shall be paid in accordance with the fiscal procedures of the County for the expenditures incurred for the Project upon submittal of a Request for Funds through the online system 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 "A" shall constitute authorization for the expenditure[s] described in the invoice[s]. (c) All expenditures shall be made in conformity with this Agreement. (d) The COUNTY shall not pay 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 A." (t) With a goal to promote overnight visitation, expenditures with print publications, broadcast, digital, email, and social platforms should be placed in media that runs outside of [04-CMG-00002/1790463/1 1 2 CAO 11B Collier County or in media in Collier County that is directed toward tourists. Media that includes Collier County as part of a regional package can be included. Reimbursement of any campaigns 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 documentation provided by GRANTEE.] (g) Services or product must be delivered and paid for by GRANTEE between the effective dates of this Agreement. (h) All requests for reimbursement must be received by September 30, 2024 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in the Project Budget will be paid by COUNTY. (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2023 and September 30,2024. (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 in compliance with Florida law after termination of this Agreement or any extension or renewal thereof. 4. REPORTING REQUIREMENTS: (a) GRANTEE shall provide a Final Status Report to the County no later than September 30, 2024. The Final Status Report includes: 1) Analysis of Visitor Survey and [04-CMG-00002/1790463/1] 3 CAO 11B Attendance; 2) Financial Analysis;and 3)Marketing Plan Results, and is subject to review by the Tourism Director or Designee. (b) 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. 5. 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 provided to the Tourism Director or his designee through the online system at the time of application. 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. 6. CHOICE OF VENDORS AND FAIR DEALING: (a) GRANTEE may select vendors or subcontractors to provide services as described in Paragraph One(1). [04-CMG-00002/1790463/1] 4 CCAC 11B (b) COUNTY shall not be responsible for paying vendors and shall not be involved in the selection of subcontractors or vendors. GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. (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 re-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: Holly Dudley, CEO Everglades Seafood Festival 22855 SR 29 Jerome,Florida 34141 hollylevingston@ymail.com [04-CMG-00002/1790463/1] 5 CAO 11B 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@a,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. 9. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a partnership between the COUNTY and the GRANTEE, or its vendors or subcontractors, or to constitute the GRANI bE, 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. [04-CMG-00002/1790463/1] 6 GAO 11B 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 invoiced 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 in compliance with Florida law. GRANTEE agrees that the COUNTY, or any of its duly authorized representatives, shall, until the expiration of five(5) 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, 2023 and shall remain effective for one year until September 30, 2024. 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 [04-CMG-00002/1790463/1] 7 CAO 11B 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 provide the data in the Final Status Report for the Tourism Department to determine the Tourism Impact, using industry calculators. 18. REQUIRED NOTATION: All collateral material and advertisements shall identify Collier County tourism by displaying the CVB logo with the website URL www.paradisecoast.com or name 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-00002/1790463/1] 8 obo 11B 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. *0 ATTaT: ` _ `t, BOARD OF COUNTY COMMISSIONERS CR °;T•A10, EL,Clerk COLLIER COUNTY,FLORIDA 1 -tea► ' halm an's: signature only Rick LoCastro, Chairman Approved as to form d legality: Colleen M. Green Assistant County Attorney GRANTEE: Florida Stone Crabbers Association uate BY: Holly Daley(Jun 27,202316.05 E071 Holly Dudley Printed/Typed Name Director Printed/Typed Title [04-CMG-00002/1790463/1] 9 Cq0 11B EXHIBIT"A" FLORIDA STONE CRABBERS ASSOCIATION,INC. Project Budget Reimbursable visitor marketing activities. Total Funding—Not to Exceed: $41,335.00 [04-CMG-00002/1790463/11 10 CAO 118 i I B Marketing_Promotion Agro i f 7 + . Florida Stone Crabbers Association, Inc(' ) Final Audit Report 2023-06-27 Created: 2023-06-27 By: John Melleky(john.melleky@colliercountyfl.gov) i t t Status: Signed Transaction ID: CBJCHBCAABAA2YPPVagQzY-cWRbNux9egK2LRSPnmy90 "B Marketing_Promotion Agreement - Florida Stone Crabbers As sociation, Inc(1 )" History iQl Document created by John Melleky(john,melleky@colliercountyfl.gov) 2023-06-27-7:54:06 PM GMT L . Document emailed to seafoodfestboard@gmail.com for signature 2023-06-27-7:55:47 PM GMT I Email viewed by seafoodfestboard@gmail.com 2023-06-27-8:02:25 PM GMT 1t) Signer seafoodfestboard@gmail.com entered name at signing as Holly Dudley 2023-06-27-8:05:07 PM GMT f� Document e-signed by Holly Dudley(seafoodfestboard@gmail.com) Signature Date:2023-06-27-8:05:09 PM GMT-Time Source:server (,) Agreement completed. 2023-06-27-8:05:09 PM GMT .' Adobe Acrobat Sign � o 1 1B 4 2023 TOURISM PROMOTION AGREEMENT BETWEEN COLLIER COUNTY AND GULFSHORE OPERA INC. MARKETING AND EVENT GRANT I � THIS AGREEMENT is made and entered into this2(, day of 6eftediler ,2023, by and between Gulfshore Opera Inc., a Florida not-for-profit corporation, hereinafter referred to as "GRANTEE" and Collier County, a political subdivision of the State of Florida, hereinafter referred to as"COUNTY." WHEREAS, the COUNTY has adopted a Tourist Development Plan (hereinafter referred to as"Plan") funded by proceeds from the Tourist Development Tax; and WHEREAS, the Collier County Tourism Ordinance provides that certain of the revenues generated by the Tourist Development Tax are to be allocated to promote and advertise tourism within the State of Florida, nationally and internationally which encourages tourism;and WHEREAS, GRANTEE has applied to the Tourist Development Council and the County to use Tourist Development Tax to promote the Seasonal Support for 2023-2024 production of events held in Collier County(hereinafter"the Project"); and WHEREAS, the Tourist Development Council has made a recommended finding to approve this funding request and that this expenditure promotes tourism;and WHEREAS, the Board of County Commissioners ("Board") has approved the funding request of the GRANTEE, and made a finding that this expenditure promotes tourism. 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-00002/1790470/I] I CAO 11B (a) The GRANTEE shall expend the funds for the out-of-County promotion of GRANTEE'S marketing of the Project, in accordance with the authorized expenditures as set forth in the Budget,attached hereto as Exhibit"A." 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Twenty Thousand Dollars ($20,000). GRANTEE shall be paid in accordance with the fiscal procedures of the County for the expenditures incurred for the Project upon submittal of a Request for Funds through the online system 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 "A" shall constitute authorization for the expenditure[s] described in the invoice[s]. (c) All expenditures shall be made in conformity with this Agreement. (d) The COUNTY shall not pay 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 A." (f) With a goal to promote overnight visitation, expenditures with print publications, broadcast, digital, email, and social platforms should be placed in media that runs outside of [04-CMG-00002/1790470/I] 2 CA0 11B } Collier County or in media in Collier County that is directed toward tourists. Media that includes Collier County as part of a regional package can be included. Reimbursement of any campaigns 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 documentation provided by GRANTEE.) (g) Services or product must be delivered and paid for by GRANTEE between the effective dates of this Agreement. (h) All requests for reimbursement must be received by September 30, 2024 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in the Project Budget will be paid by COUNTY. (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2023 and September 30, 2024. (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 in compliance with Florida law after termination of this Agreement or any extension or renewal thereof. 4. REPORTING REQUIREMENTS: (a) GRANTEE shall provide a Final Status Report to the County no later than September 30, 2024. The Final Status Report includes: 1) Analysis of Visitor Survey and [04-CMG-00002/1790470/1] 3 CAO IE 1 1B 4 Attendance;2) Financial Analysis;and 3)Marketing Plan Results, and is subject to review by the Tourism Director or Designee. (b) 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. 5. 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 provided to the Tourism Director or his designee through the online system at the time of application. 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. 6. CHOICE OF VENDORS AND FAIR DEALING: (a) GRANTEE may select vendors or subcontractors to provide services as described in Paragraph One(1). [04-CMG-00002/1790470/1] 4 CAO 11B (b) COUNTY shall not be responsible for paying vendors and shall not be involved in the selection of subcontractors or vendors. GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. (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 re-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: Steffanie Pearce, General Director Gulfshore Opera,Inc. 9911 Corkscrew Road, Suite 105 Estero,Florida 33928 steffanie(a,gulfshoreopera.org [04-CMG-00002/1790470/1] 5 tt 11B 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(a,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. 9. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a partnership between the COUNTY and the GRANTEE, or its vendors or subcontractors, or to constitute the GRANTEE, or its vendors or subcontractors,as an agent or employee of the COUNTY. 10. COOPERATION: GRANTEE shall fully cooperate with the COUNTY in all matters pertaining to this Agreement and shall provide all information and documentation requested by the COUNTY from time to time pertaining to the use of any funds provided hereunder. 11. TERMINATION: (a) The COUNTY or the GRANTEE may cancel this Agreement with or without cause by giving thirty(30) days advance written notice of such termination specifying the effective date of termination. (b) If the COUNTY terminates this Agreement, the COUNTY will pay the GRANTEE for all expenditures or contractual obligations incurred by GRANTEE, with subcontractors and vendors, up to the effective date of the termination so long as such expenses are eligible. [04-CMG-00002/1790470/1] 6 1 11B 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 invoiced 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 in compliance with Florida law. GRANTEE agrees that the COUNTY, or any of its duly authorized representatives, shall, until the expiration of five(5)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 1,2023 and shall remain effective for one year until September 30, 2024. 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 [04-CMG-00002/1790470/1] 7 cpp 1 1 B -4 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 provide the data in the Final Status Report for the Tourism Department to determine the Tourism Impact, using industry calculators. 18. REQUIRED NOTATION: All collateral material and advertisements shall identify Collier County tourism by displaying the CVB logo with the website URL www.paradisecoast.com or name 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-00002/1790470/I] 8 CIO 11B 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. co ATTE �fi^ BOARD OF COUNTY COMMISSIONERS CRYk'A ,6Clerk COLLIER COUNTY, FLORIDA x>• By: A ;4s srg VeAnIy" Rick LoCastro, Chairman Appr ved as to form and legality: Colleen M. Gr e Assistant County Attorney GRANTEE: Gulfshore Opera Inc. BY: Steffanie Pearce Printed/Typed Name General Director Printed/Typed Title [04-cMc-00002m90470/1] 9 GR� 116 EXHIBIT"A" GULFSHORE OPERA Project Budget Reimbursable visitor marketing activities. Total Funding—Not to Exceed: $20,000.00 { [04-CMG-00002/1790470/11 10 GPO 11B MarketingPromotion Agreement - Gulfshore pera(1 ) Final Audit Report 2023-07-14 Created: 2023-07-14 By: John Melleky(john.melleky@colliercountyfl.gov) Status: Signed Transaction ID: CBJCHBCAABAAvAgICZ5o4g5f4dADWiidg5CSZZhnOviY "B Marketing_Promotion Agreement - Gulfshore Opera(1 )" Histo ry Document created by John Melleky(john.melleky@colliercountyfl.gov) 2023-07-14-2:41:33 PM GMT E . Document emailed to Steffanie Pearce(steffanie@gulfshoreopera.org)for signature 2023-07-14-2:42:06 PM GMT ±I Email viewed by Steffanie Pearce (steffanie@gulfshoreopera.org) 2023-07-14-8:10:25 PM GMT (", Document e-signed by Steffanie Pearce (steffanie@gulfshoreopera.org) Signature Date:2023-07-14-9:17:07 PM GMT-Time Source:server '! Agreement completed. 2023-07-14-9:17:07 PM GMT 4 I � Adobe Acrobat Sign 11B 2023 TOURISM PROMOTION AGREEMENT BETWEEN COLLIER COUNTY AND UNITED ARTS COUNCIL OF COLLIER COUNTY MARKETING AND EVENT GRANT 4 I THIS AGREEMENT is made and entered into this U_day of Sp i�her , 2023, by and between United Arts Council of Collier County, a Florida not-for-profit corporation, hereinafter referred to as"GRANTEE"and Collier County, a political subdivision of the State of Florida,hereinafter referred to as"COUNTY." WHEREAS, the COUNTY has adopted a Tourist Development Plan (hereinafter referred to as"Plan")funded by proceeds from the Tourist Development Tax; and WHEREAS, the Collier County Tourism Ordinance provides that certain of the revenues generated by the Tourist Development Tax are to be allocated to promote and advertise tourism within the State of Florida,nationally and internationally which encourages tourism; and WHEREAS, GRANTEE has applied to the Tourist Development Council and the County to use Tourist Development Tax to promote arts and culture activities through online and digital calendars(hereinafter"the Project"); and WHEREAS, the Tourist Development Council has made a recommended finding to approve this funding request and that this expenditure promotes tourism;and WHEREAS, the Board of County Commissioners ("Board") has approved the funding request of the GRANTEE, and made a finding that this expenditure promotes tourism. NOW,THEREFORE, BASED UPON THE MUTUAL COVENANTS AND PREMISES PROVIDED HEREIN, AND OTHER VALUABLE CONSIDERATION, IT IS MUTUALLY AGREED AS FOLLOWS: I. SCOPE OF WORK: [04-CMG-00002/1790476/1] 1 CAO 11B Collier County or in media in Collier County that is directed toward tourists. Media that includes Collier County as part of a regional package can be included. Reimbursement of any campaigns 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 documentation provided by GRANTEE.] (g) Services or product must be delivered and paid for by GRANTEE between the effective dates of this Agreement. (h) All requests for reimbursement must be received by September 30, 2024 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in the Project Budget will be paid by COUNTY. (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2023 and September 30, 2024. (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 in compliance with Florida law after termination of this Agreement or any extension or renewal thereof. 4. REPORTING REQUIREMENTS: (a) GRANTEE shall provide a Final Status Report to the County no later than September 30, 2024. The Final Status Report includes: 1) Analysis of Visitor Survey and [04-CMG-00002/1790476/1] 3 CAO 11B Attendance;2)Financial Analysis; and 3)Marketing Plan Results, and is subject to review by the Tourism Director or Designee. (b) 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. 5. 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 provided to the Tourism Director or his designee through the online system at the time of application. 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. 6. CHOICE OF VENDORS AND FAIR DEALING: (a) GRANTEE may select vendors or subcontractors to provide services as described in Paragraph One(1). [04-CMG-00002/1790476/I] 4 S 11B (b) COUNTY shall not be responsible for paying vendors and shall not be involved in the selection of subcontractors or vendors. GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. (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 re-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: Elysia Dawn, Executive Director United Arts Council of Collier County 340 Tamiami Trail North,#201 Naples, Florida 34102 Elysia@unitedartscollier.org [04-CMG-00002/I 790476/1] 5 S 11B 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. 9. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a partnership between the COUNTY and the GRANTEE, or its vendors or subcontractors, or to constitute the GRANTEE, or its vendors or subcontractors,as an agent or employee of the COUNTY. 10. COOPERATION: GRANTEE shall fully cooperate with the COUNTY in all matters pertaining to this Agreement and shall provide all information and documentation requested by the COUNTY from time to time pertaining to the use of any funds provided hereunder. 11. TERMINATION: (a) The COUNTY or the GRANTEE may cancel this Agreement with or without cause by giving thirty(30)days advance written notice of such termination specifying the effective date of termination. (b) If the COUNTY terminates this Agreement, the COUNTY will pay the GRANTEE for all expenditures or contractual obligations incurred by GRANTEE, with subcontractors and vendors,up to the effective date of the termination so long as such expenses are eligible. [04-CMG-00002/1790476/1] 6 S 1 1B 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 invoiced 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 in compliance with Florida law. GRANTEE agrees that the COUNTY, or any of its duly authorized representatives, shall, until the expiration of five(5) 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 1,2023 and shall remain effective for one year until September 30, 2024. 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 [04-CMG-00002/1790476/1] 7 S 11B 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 provide the data in the Final Status Report for the Tourism Department to determine the Tourism Impact, using industry calculators. 18. REQUIRED NOTATION: All collateral material and advertisements shall identify Collier County tourism by displaying the CVB logo with the website URL www.paradisecoast.com or name 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/I 790476/1] 8 CAO 11B 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: .0 BOARD OF COUNTY COMMISSIONERS CRYS• :,xi ' °$. h Clerk COLLIER COUNTY, FLORIDA • �. ��_... � By: es - to .,hairran's s s9 Iure one Rick LoCastro, Chairman Approved as to form and legality: o een M. Greene Assistant County Attorney GRANTEE: United Arts Collier ava ,Dawn BY: Elys Dawn(Jul 10,2023 07:24 COT) Elysia Dawn PrintediTyped Name Executive Director Printed/Typed Title [04-CMG-00002/1790476/1] 9 CAO 11B EXHIBIT"A" UNITED ARTS COUNCIL OF COLLIER COUNTY Project Budget Promotion of arts and culture activities through online and digital calendars. Total Funding—Not to Exceed: $13,313.00 04-CMG-00002/1790476/11 10 ] CAO 11B B Marketing Promotion Agreement United Art, Council of Collier County(2) Final Audit Report 2023-07-10 Created: 2023-06-27 By: John Melleky(john.melleky@colliercountyfl.gov) Status: Signed Transaction ID: CBJCHBCAABAANSUuTfG9_8UHGf6eyUjgPPVnHOMNe4FD "B Marketing_Promotion Agreement - United Arts Council of Coll ier County(2)" History . 1 Document created by John Melleky(john.melleky@colliercountyfl.gov) 2023-06-27-8:03:43 PM GMT PI, Document emailed to elysia@unitedartscollier.org for signature 2023-06-27-8:04:12 PM GMT 'i Email viewed by elysia@unitedartscollier.org 2023-07-10-10:32:04 AM GMT { C New document URL requested by elysia@unitedartscollier.org 2023-07-10-10:32:09 AM GMT A, Signer elysia@unitedartscollier.org entered name at signing as Elysia Dawn 2023-07-10-11:24:04 AM GMT 1 Document e-signed by Elysia Dawn (elysia@unitedartscollier.org) Signature Date:2023-07-10-11:24:06 AM GMT-Time Source:server Agreement completed. 2023-07-10-11:24:06 AM GMT is i s { a Adobe Acrobat Sign CAn 11B 2023 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND ARTIS--NAPLES,INC. NON-COUNTY OWNED/OPERATED MUSEUMS TI-IIS AGREEMENT is made and entered into thi.i2.G day of S11f-e.^be1 , 2023, 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/production fees and marketing expenses to promote exhibits and festivals using out-of-market advertising to attract overnight visitors to Collier County for 2023-24 Season Support for events including the Naples International Film Festival and the Gershwin and Modern Art: Rhapsody in Blue (hereinafter "the Project"); and WHEREAS, the Tourist Development Council has recommended funding for GRANTEE'S exhibit/production fees and out-of-market advertising expenditures for the promotion of the Project, and has made a finding that this expenditure promotes tourism; and Gp,O 104-CMG-00002/17900931I J / 11B WHEREAS, the Board of County Commissioners ("Board") has made a finding that GRANTEE qualifies as a museum, approves the proposed Project expenditures, and finds that the Project expenditure promotes tourism. NOW, THEREFORE, BASED UPON THE MUTUAL COVENANTS AND PREMISES PROVIDED HEREIN, AND OTHER VALUABLE CONSIDERATION, IT IS MUTUALLY AGREED AS FOLLOWS: 1. SCOPE OF WORK: (a) In accordance with the authorized expenditures as set forth in the Budget, attached hereto as Exhibit "A," the GRANTEE shall expend the funds for the out of County promotion of GRANTEE'S marketing of the Project. 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of One Hundred Twenty Thousand Dollars ($120,000). 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 online application 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 "A" shall { constitute authorization for the expenditure[s] described in the invoice[s]. [04-CMG-00002/1790093/1) 2 Cq0 11B (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 A." (f) With a goal to promote overnight visitation, expenditures with print publications, broadcast, digital, email, and social platforms should be placed in media that runs outside of Collier County or in media in Collier County that is directed toward tourists. Media that includes Collier County as part of a regional package can be included. Reimbursement of any campaigns 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 documentation provided by GRANTEE.] (g) Invoices for prepayment or for deposit on services will not be eligible for reimbursement. (h) Services or product must he delivered and paid for by GRANTEE between the effective dates of this Agreement. (i) All requests for reimbursement must be received by September 30, 2024 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in the Project Budget will be paid by COUNTY. (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2023 and September 30, 2024. 104-CMG-00002/1790093/11 3 1IB (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 in compliance with Florida law after termination of this Agreement or any extension or renewal thereof. 4. INSURANCE: (a) GRANTEE shall submit a Certificate of hnsurance 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 provided to the Tourism Director or his designee through the online system at the time of application. 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 a Final Status Report to County through the online system no later that September 20, 2024. The Final Status Report includes: l) Analysis of 104-C M G-00002/1790093/I] 4 11B Visitor Survey and Attendance; 2) Financial Analysis; and 3) Marketing Plan Results, and is subject to review by the Tourism Director or Designee. (b) COUNTY may withhold any payments for failure of GRANTEE to provide the Final Status Report and until the County receives the Final Status Report. 6. CHOICE OF VENDORS AND FAIR DEALING: (a) GRANTEE may select vendors or subcontractors to provide services as described in Paragraph One (1). (b) GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. 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 re-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 FAO (01-CMG-00002/I790093(I] 5 11B { 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: SY" ' Kathleen va1yl3ergen, CEO and President Artis--Naples, Inc, 5833 Pelican Bay Boulevard Naples, Florida 34108 Kvan/ergennaiartisnaples.org 1 � 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. 9. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a partnership between the COUNTY and the GRANTEE, or its vendors or subcontractors, or to constitute the GRANTEE, or its vendors or subcontractors, as an agent or employee of the COUNTY. 10. COOPERATION: GRANTEE shall fully cooperate with the COUNTY in all matters pertaining to this Agreement and shall provide all information and documentation requested by the COUNTY from time to time pertaining to the use of any funds provided hereunder. CAO, 104-CMG-00002/1790093/11 6 11B 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 invoiced 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 in compliance with Florida law. GRANTEE agrees that the COUNTY, or any of its duly authorized representatives, shall, until the expiration of five (5) years after final payment under this Agreement, have access to, and the right to examine CA0 io4•CMG-00002/1790093/Il 7 I�, 11B 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, 2023 and shall remain effective for one year until September 30, 2024. 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: GRANTEE shall provide the data in the Final Status Report for the Tourism Department to determine the Tourism Impact, using industry calculators. 18. REQUIRED NOTATION: All collateral material and advertisements shall identify Collier County tourism by displaying the CVB logo with the website URL www.paradisecoast.com or name to qualify for reimbursement. 19. COVID-19 REQUIREMENTS: CAO 104-CMG-00002/1790093/11 8 4�+ 116 For each event, GRANTEE is required to maintain compliance with state and local emergency rules, orders, and/or ordinances, and GRANTEE is encouraged to fellow applicable t Centers for Disease Control and Prevention(CDC.gov/coronavirus)guidelines for hosting events during the COVED-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-000021179009311] 9 CAO 1 11B 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,rr„ 14 Pp `- " BOARD OF COUNTY COMMISSIONERS CR ' Aida' 7+ ,, ;_Clerk COLLIER COUNTY; FLORIDA le 0, it. . .`amagrattl. ,i. !_`_.1 P.. ' By:____ (---72. 7* A : " o C tair an's i,rks# re,only 4a Rick LoCastro, Chairman Approve a to form and legality: .ft(4XL-- Colleen . Greene Assistant County Attorney GRANTEE: BY: sJ ' —.,..., -- __-- -0 mi Printed/Typed Name --- - - — , uaild____Aut Printed/Typed Title CAO (O1-CMG-00002/1790093/1 t 10 ARTIS-NAPLES EXHIBIT "A" Project Budget Eligible exhibit costs, production costs, and reimbursable visitor marketing activities. Total Funding—Not to Exceed: $120,000.00 I 04-CMG-00002/I790093/I1 II CAO 11B 2023 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND GOLISANO CHILDREN'S MUSEUM OF NAPLES NON-COUNTY OWNED/OPERATED MUSEUMS THIS AGREEMENT is made and entered into this 26 day of 5epk.v+,42r , 2023, by and between Golisano Children's Museum of Naples, 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/production fees and marketing expenses to promote exhibits and festivals using out-of-market advertising to attract overnight visitors to Collier County for Seasonal Support for Traveling Exhibits 2023-2024 (hereinafter "the Project");and WHEREAS, the Tourist Development Council has recommended funding for GRANTEE'S exhibit/production fees and out-of-market advertising expenditures for the promotion of 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, approves the proposed Project expenditures, and finds that the Project expenditure promotes tourism. [04-CMG-00002/I790097/I] 1 CAS 11B NOW,THEREFORE, BASED UPON THE MUTUAL COVENANTS AND PREMISES PROVIDED HEREIN, AND OTHER VALUABLE CONSIDERATION, IT IS MUTUALLY AGREED AS FOLLOWS: 1. SCOPE OF WORK: (a) In accordance with the authorized expenditures as set forth in the Budget, attached hereto as Exhibit "A," the GRANTEE shall expend the funds for the out of County promotion of GRANTEE'S marketing of the Project. 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Ninety Thousand Dollars ($90,000). 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 online application 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 "A" shall constitute authorization for the expenditure[s] described in the invoice[s]. (c) All expenditures shall be made in conformity with this Agreement. (d) The COUNTY shall not pay GRANTEE until the Clerk's Finance Department pre-audits all payment invoices in accordance with law. [04-CMG-00002/1790097/1] 2 CAO 1 1 B (e) GRANTEE shall be paid for its actual costs, not to exceed the maximum amount budgeted pursuant to the attached`Exhibit A." (f) With a goal to promote overnight visitation, expenditures with print publications, broadcast, digital, email, and social platforms should be placed in media that runs outside of Collier County or in media in Collier County that is directed toward tourists. Media that includes Collier County as part of a regional package can be included. Reimbursement of any campaigns 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 documentation provided by GRANTEE.] (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, 2024 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in the Project Budget will be paid by COUNTY. (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2023 and September 30,2024. (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. [04-CMG-00002/1790097/1] 3 CAO 11B (d) COUNTY may request repayment of funds in compliance with Florida law 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 provided to the Tourism Director or his designee through the online system at the time of application. 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 a Final Status Report to County through the online system no later that September 20, 2024. The Final Status Report includes: 1) Analysis of Visitor Survey and Attendance; 2) Financial Analysis; and 3) Marketing Plan Results, and is subject to review by the Tourism Director or Designee. [04-CMG-00002/1790097/1] 4 CAO 1 1 B (b) COUNTY may withhold any payments for failure of GRANTEE to provide the Final Status Report and until the County receives the Final Status Report. 6. CHOICE OF VENDORS AND FAIR DEALING: (a) GRANTEE may select vendors or subcontractors to provide services as described in Paragraph One (l). (b) GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. 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 re-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: is [04-CMG-00002/1 7 9009 7/1 j 5 OCAO 11B 11 IJ All notices from the COUNTY to the GRANTEE shall be in writing and deemed duly s., served if mailed by registered or certified mail to the GRANTEE at the following address: Jonathan Foerster,CEO Golisano Children's Museum of Naples 15080 Livingston Road Naples, Florida 34109 jfoerster(,cmon.org is r 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. 9. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a partnership between the i 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: [04—CMG-00002/I790097/1) 6 is cAo 1 11B (a) The GRANTEE shall expend the funds for the out-of-County promotion of GRANTEE'S marketing of the Project, in accordance with the authorized expenditures as set forth in the Budget, attached hereto as Exhibit"A." 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Thirteen Thousand Three Hundred Thirteen Dollars ($13,313). GRANTEE shall be paid in accordance with the fiscal procedures of the County for the expenditures incurred for the Project upon submittal of a Request for Funds through the online system 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 "A" shall constitute authorization for the expenditure[s] described in the invoice[s]. (c) All expenditures shall be made in conformity with this Agreement. (d) The COUNTY shall not pay 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 A." (f) With a goal to promote overnight visitation, expenditures with print publications, broadcast, digital, email, and social platforms should be placed in media that runs outside of [04-CMG-00002l1790476/1 j 2 CA0 11B (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 invoiced 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 ers and financial information pertaining to work performed under this Agreement in compliance with Florida law. GRANTEE agrees that the COUNTY, or any of its duly authorized representatives, shall, until the expiration of five(5) 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. [04-CMG-00002/1790097/I] 7 ' CAO 11B II' is 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, 2023 and shall remain effective for one year until September 30, 2024. 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. r 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 provide the data in the Final Status Report for the Tourism Department to determine the Tourism Impact, using industry calculators. 18. REQUIRED NOTATION: All collateral material and advertisements shall identify Collier County tourism by displaying the CVB logo with the website URL www.paradisecoast.com or name 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 t04-CMG-00002/1790097/11 8 CAO 11B 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-00002/1790097/I] 9 CAO 118 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. ° 0,3 ,`.ATTES ,-,' 0, BOARD OF COUNTY COMMISSIONERS CRYSTAL" ' -�j ,:EL„Clerk COLLIER COUNTY, FLORIDA � 0 �/I, . ®— .iPk��''..» By: '---, W eture anly Rick LoCastro, Chairman Approved as toCUOV-orormm and legality: / r ' Colleen M. Greene Assistant County Attorney GRANTEE: Golisano Children's Museum of Naples v. Jonathan Toeilte1- BY: Jonathan Foerster(Jun 29,202312:05 EDT) Jonathan Foerster Printed/Typed Name CEO Printed/Typed Title 1 1 [04-CMG-00002/1790097/1] 10 CAO i 11B GOLISANO CHILDREN'S MUSEUM OF NAPLES (C'MON) EXHIBIT "A" Project Budget Eligible exhibit costs and reimbursable visitor marketing activities. Total Funding—Not to Exceed: $90,000.00 [04-CMG-00002/I 790097/1 J I I CAO 1 1 B C2 Museums Agreement - Golisano Chirdren's Museum of Naples(1 ) resignature needed Final Audit Report 2023-06-29 Created: 2023-06-29 By: John Melleky(john.melleky@colliercountyil.gov) Status: Signed Transaction ID: CBJCHBCAABAApq-4EDCTonMeVJ1KG-BVA6doC-yGpAj- { "C2 Museums Agreement - Golisano Chirdren's Museum of Napl es(1 ) resignature needed" History i Document created by John Melleky(john.melleky@colliercountyfl.gov) 2023-06-29-4:01:05 PM GMT Document emailed to Jonathan Foerster(jfoerster@cmon.org)for signature 2023-06-29-4:01:36 PM GMT ''_`l Email viewed by Jonathan Foerster Qfoerster@cmon.org) 2023-06-29-4:05:31 PM GMT y Document e-signed by Jonathan Foerster Qfoerster@cmon.org) Signature Date:2023-06-29-4:05:58 PM GMT-Time Source:server ('z) Agreement completed. li 2023-06-29-4:05:58 PM GMT Adobe Acrobat Sign Gpo 11B 2023 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND GULFSHORE PLAYHOUSE,INC. NON-COUNTY OWNED/OPERATED MUSEUMS THIS AGREEMENT is made and entered into this 26 day of Seet ei , 2023, by and between Gulfshore Playhouse, 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/production fees and marketing expenses to promote exhibits and festivals using out-of-market advertising to attract overnight visitors to Collier County for A Toast to the Future: 2023-2024 Gulfshore Playhouse Season (hereinafter"the Project"); and WHEREAS, the Tourist Development Council has recommended funding for GRANTEE'S exhibit/production fees and out-of-market advertising expenditures for the promotion of 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, approves the proposed Project expenditures, and finds that the Project expenditure promotes tourism. CAO [04-CMG-00002/1790098/1] 1 11B NOW,THEREFORE, BASED UPON THE MUTUAL COVENANTS AND PREMISES PROVIDED HEREIN, AND OTHER VALUABLE CONSIDERATION, IT IS MUTUALLY AGREED AS FOLLOWS: 1. SCOPE OF WORK: (a) In accordance with the authorized expenditures as set forth in the Budget, attached hereto as Exhibit "A," the GRANTEE shall expend the funds for the out of County promotion of GRANTEE'S marketing of the Project. 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Eighty-five Thousand Dollars ($85,000). 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 online application 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 "A" shall constitute authorization for the expenditure[s] described in the invoice[s]. (c) All expenditures shall be made in conformity with this Agreement. (d) The COUNTY shall not pay GRANTEE until the Clerk's Finance Department pre-audits all payment invoices in accordance with law. [04-CMG-00002/199009811] 2 CAO 11B (e) GRANTEE shall be paid for its actual costs, not to exceed the maximum amount budgeted pursuant to the attached "Exhibit A." (f) With a goal to promote overnight visitation, expenditures with print publications, broadcast, digital, email, and social platforms should be placed in media that runs outside of Collier County or in media in Collier County that is directed toward tourists. Media that includes Collier County as part of a regional package can be included. Reimbursement of any campaigns 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 documentation provided by GRANTEE.] (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, 2024 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in the Project Budget will be paid by COUNTY. (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2023 and September 30,2024. (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. [04-CMG-00002/1790098/1] 3 C,40 11B (d) COUNTY may request repayment of funds in compliance with Florida law 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 provided to the Tourism Director or his designee through the online system at the time of application. 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 a Final Status Report to County through the online system no later that September 20, 2024. The Final Status Report includes: 1) Analysis of Visitor Survey and Attendance; 2) Financial Analysis; and 3) Marketing Plan Results, and is subject to review by the Tourism Director or Designee. [04-CMG-00002/I790098/I] 4 CAO 11B (b) COUNTY may withhold any payments for failure of GRANTEE to provide the Final Status Report and until the County receives the Final Status Report. 6. CHOICE OF VENDORS AND FAIR DEALING: (a) GRANTEE may select vendors or subcontractors to provide services as described in Paragraph One(1). (b) GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. 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 re-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: [04-CMG-00002/1790098/1] 5 040 118 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: Kristen Coury, CEO and Producing Artistic Director Gulfshore Playhouse 2640 Golden Gate Pkwy, Ste 211 Naples,Florida 34105 kcoury@gulfshoreplayhouse.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(a)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. 9. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a partnership between the COUNTY and the GRANTEE, or its vendors or subcontractors, or to constitute the GRANTEE, or its vendors or subcontractors,as an agent or employee of the COUNTY. 10. COOPERATION: 1'. 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: is is [04-CMG-00002/1790098/1] 6 I CqO j ti 11B el (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 fi GRANTEE for all expenditures or contractual obligations incurred by GRANTEE, with is 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 invoiced 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 in compliance with Florida law. GRANTEE agrees that the COUNTY, or any of its duly authorized representatives, shall, until the expiration is of five (5) years after final payment under this Agreement, have access to,and the right to examine is and photocopy any pertinent books, documents, papers, and records of GRANTEE involving any transactions related to this Agreement. [04-CMG-00002/1790098l1] 7 I SaAa 11B 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 1,2023 and shall remain effective for one year until September 30, 2024. 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: 1 GRANTEE shall provide the data in the Final Status Report for the Tourism Department to determine the Tourism Impact, using industry calculators. 18. REQUIRED NOTATION: All collateral material and advertisements shall identify Collier County tourism by displaying the CVB logo with the website URL www.paradisecoast.com or name to qualify for reimbursement. 19. COVID-19 REQUIREMENTS: For each event, GRANTEE is required to maintain compliance with state and local is emergency rules, orders, and/or ordinances, and GRANTEE is encouraged to follow applicable [04-CMG-00002/1790098/1] 8 11B 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-00002/1790098/1] 9 CAO 11B 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. n ATTEST: ,. . BOARD OF COUNTY COMMISSIONERS CRYS ,. N L,Clerk COLLIER COUNTY,FLORIDA • /21ie By: l hairman's igha ure'only Rick LoCastro, Chairman Approved as to form and legality: 01120Y14AW Colleen M. Greene Assistant County Attorney GRANTEE: Gulsfhore Playhouse Kristen Core BY: Kristen Coury(Jut 10,2023 4.49 CDT) Kristen Coury Printed/Typed Name CEO/President Printed/Typed Title [04-CMG-00002/1790098/1] 10 CAO 11B GULFSHORE PLAYHOUSE EXHIBIT "A" Project Budget Eligible production costs and reimbursable visitor marketing activities. Total Funding—Not to Exceed: $85,000.00 { } [04-CMG-00002/1790098/1] 11 CAO 1 1 B C2 Museums Agreement - Gulfshare Playhouse(1 ) digital signature needed Final Audit Report 2023-07-10 Created: 2023-07-10 By: John Melleky(John.melleky@colliercountyfl.gov) Status: Signed Transaction ID: CBJCHBCAABAAIi_sXq_gVxFnCu6QVgLR-FXMpUbv9UT511 tlll� 1 ) "C2 Museums Agreement - Gulfshore Playhouse(1 ) digital signa ture needed" History '.`) Document created by John Melleky(John,melleky@colliercountyfl.gov) 2023-07-10-5:42:36 PM GMT • Document emailed to kcoury@gulfshoreplayhouse.org for signature 2023-07-10-5:43:05 PM GMT Email viewed by kcoury@gulfshoreplayhouse.org 2023-07-10-6:47:55 PM GMT r5. Signer kcour ulfshore la house.or entered name at signing as Kristen Coury 2023-07-10-6:49:05 PM GMT r5SE.} Document e-signed by Kristen Coury(kcoury@gulfshoreplayhouse.org) Signature Date:2023-07-10-6:49:07 PM GMT-Time Source:server ) 's Agreement completed. `< 2023-07-10-6:49:07 PM GMT WI Adobe Acrobat Sign 1 1 B 2023 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND ART LEAGUE OF MARCO ISLAND,INC. NON-COUNTY OWNED/OPERATED MUSEUMS THIS AGREEMENT is made and entered into this 16 day of ,Sett¢r..),/72r , 2023, by and between Art League of Marco Island, Inc.d/b/a Marco Island Center for the Arts,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/production fees and marketing expenses to promote exhibits and festivals using out-of-market advertising to attract overnight visitors to Collier County for Marco Island Center for the Arts Season Support for Performance, Production and Marketing 2023-2024 (hereinafter"the Project"); and WHEREAS, the Tourist Development Council has recommended funding for GRANTEE'S exhibit/production fees and out-of-market advertising expenditures for the promotion of 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 1 GRANTEE qualifies as a museum,approves the proposed Project expenditures, and finds that the Project expenditure promotes tourism. [04-CMG-00002/I79°109/I] I CAO 11B NOW,THEREFORE, BASED UPON THE MUTUAL COVENANTS AND PREMISES PROVIDED HEREIN, AND OTHER VALUABLE CONSIDERATION, IT IS MUTUALLY AGREED AS FOLLOWS: 1. SCOPE OF WORK: (a) In accordance with the authorized expenditures as set forth in the Budget,attached hereto as Exhibit"A,"the GRANTEE shall expend the funds for the out of County promotion of GRANTEE'S marketing of the Project. 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Forty Thousand Dollars($40,000). 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 online application 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 "A" shall constitute authorization for the expenditure[s] described in the invoice[s]. (c) All expenditures shall be made in conformity with this Agreement. (d) The COUNTY shall not pay GRANTEE until the Clerk's Finance Department pre- audits all payment invoices in accordance with law. [04-CMG-00002/1 790109/1 I 2 CAO 11B (e) GRANTEE shall be paid for its actual costs, not to exceed the maximum amount budgeted pursuant to the attached"Exhibit A." (f) With a goal to promote overnight visitation, expenditures with print publications, broadcast,digital,email,and social platforms should be placed in media that runs outside of Collier County or in media in Collier County that is directed toward tourists. Media that includes Collier County as part of a regional package can be included. Reimbursement of any campaigns 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 documentation provided by GRANTEE.] (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, 2024 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in the Project Budget will be paid by COUNTY. (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2023 and September 30, 2024. (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. [04-CMG-00002/1790109/1] 3 CAO 11B (d) COUNTY may request repayment of funds in compliance with Florida law 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 provided to the Tourism Director or his designee through the online system at the time of application. 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 a Final Status Report to County through the online system no later that September 20,2024. The Final Status Report includes: 1)Analysis of Visitor Survey and Attendance;2)Financial Analysis;and 3)Marketing Plan Results,and is subject to review by the Tourism Director or Designee. (b) COUNTY may withhold any payments for failure of GRANTEE to provide the Final Status Report and until the County receives the Final Status Report. [04-CMG-00002/1790109/1] 4 CAO 11B 6. CHOICE OF VENDORS AND FAIR DEALING: (a) GRANTEE may select vendors or subcontractors to provide services as described in Paragraph One(1). (b) GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. 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 re-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-00002/1790109/1] 5 GAO 11B Hyla Crane, Executive Director Marco Island Center for the Arts 1010 Winterberry Drive Marco Island, Florida 34145-5427 hyla@marcoislandart.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. 9. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a partnership between the COUNTY and the GRANTEE, or its vendors or subcontractors, or to constitute the GRANTEE, or its vendors or subcontractors,as an agent or employee of the COUNTY. 10. COOPERATION: GRANTEE shall fully cooperate with the COUNTY in all matters pertaining to this Agreement and shall provide all information and documentation requested by the COUNTY from time to time pertaining to the use of any funds provided hereunder. 11. TERMINATION: (a) The COUNTY or the GRANTEE may cancel this Agreement with or without cause by giving thirty (30) days advance written notice of such termination specifying the effective date of termination. [04-CMG-00002/1790109/1] 6 Cp,© 11B (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 invoiced 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 in compliance with Florida law. GRANTEE agrees that the COUNTY,or any of its duly authorized representatives, shall,until the expiration of five(5)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: [04-CMG-00002/1790109/1] 7 0,0 1 1 B This Agreement shall become effective on October 1,2023 and shall remain effective for one year until September 30,2024. 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: GRANTEE shall provide the data in the Final Status Report for the Tourism Department to determine the Tourism Impact, using industry calculators. 18. REQUIRED NOTATION: All collateral material and advertisements shall identify Collier County tourism by displaying the CVB logo with the website URL www.paradisecoast.com or name 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. [04-CMG-00002/I790109/I] 8 11B 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/I790109/1] 9 CAo 1 1 B f i 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. -, , il,1 4 C,n y ATTEST <;,r' r BOARD OF COUNTY COMMISSIONERS CRYS't'AI C' A I :Fl ,.Crk COLLIER COUNTY,FLORIDA r w...w.. WM-11-'Qph.irman's t.,, ign.ture only Rick LoCastro, Chairman Approved as to orm and legality: Colleen M. Green Assistant County Attorney GRANTEE: Art League of Marco Island Inc dba Marco Island Center for the Arts BY:rieik,e Hyla Crane PrintediTyped Name Executive Director Printed/Typed Title [04-CMG-00002/1 790109/1] 10 CIO 11B EXHIBIT "A" Marco Island Center for the Arts Project Budget Eligible exhibit costs,production expenses, and reimbursable visitor marketing activities. Total Funding—Not to Exceed: $40,000.00 { [04-CMG-00002/1790109/I] 11 CAO 4 1 1 B C2 Museums Agreement - Marco Island Center for the Arts(1 ) Final Audit Report 2023-07-18 Created: 2023-07-18 By: John Melleky(John.meileky@colliercountyfl.gov) Status: Signed Transaction ID: CBJCHBCAABAAomsjPJYG_g7SNfGXTPIk0w8tb4DzXWKw "C2 Museums Agreement - Marco Island Center for the Arts(1 )" History t. Document created by John Melleky(john.melleky@colliercountyfl.gov) 2023-07-18-12:54:36 PM GMT L"" Document emailed to Hyla Crane(hyla@marcoislandart.org)for signature 2023-07-18-12:55:15 PM GMT t..) Email viewed by Hyla Crane(hyla@marcoislandart.org) 2023-07-18-2:01:57 PM GMT c44 Document e-signed by Hyla Crane (hyla@marcoislandart.org) Signature Date:2023-07-18-2:05:12 PM GMT-Time Source:server 0 Agreement completed. 2023-07-18-2:05:12 PM GMT Adobe Acrobat Sign CPO 11B 2023 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND NAPLES ART ASSOCIATION,INC. NON-COUNTY OWNED/OPERATED MUSEUMS THIS AGREEMENT is made and entered into this 76 day of Scp4N1 ,2023, by and between Naples Art Association, 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/production fees and marketing expenses to promote exhibits and festivals using out-of-market advertising to attract overnight visitors to Collier County for 2023-2024 Seasonal Support: Exhibitions and Weaving Narratives: A Creative Placemaking Project(hereinafter"the Project");and WHEREAS, the Tourist Development Council has recommended funding for GRANTEE'S exhibit/production fees and out-of-market advertising expenditures for the promotion of 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, approves the proposed Project expenditures, and finds that the Project expenditure promotes tourism. [04-CMG-00002/17901 14/1] 1 GAO 11B NOW,THEREFORE, BASED UPON THE MUTUAL COVENANTS AND PREMISES PROVIDED HEREIN, AND OTHER VALUABLE CONSIDERATION, IT IS MUTUALLY AGREED AS FOLLOWS: 1. SCOPE OF WORK: (a) In accordance with the authorized expenditures as set forth in the Budget, attached hereto as Exhibit "A," the GRANTEE shall expend the funds for the out of County promotion of GRANTEE'S marketing of the Project. 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of One Hundred Thousand Dollars ($100,000). GRANTEE shall be paid in accordance with the fiscal procedures of the County for the expenditures incurred as described in Paragraph One (1) herein upon submittal of a Request for Funds on the online application 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 "A" shall constitute authorization for the expenditure[s] described in the invoice[s]. (c) All expenditures shall be made in conformity with this Agreement. (d) The COUNTY shall not pay GRANTEE until the Clerk's Finance Department pre-audits all payment invoices in accordance with law. [04-CMG-00002/1790114/I] 2 GpO 11B (e) GRANTEE shall be paid for its actual costs, not to exceed the maximum amount budgeted pursuant to the attached "Exhibit A." (f) With a goal to promote overnight visitation, expenditures with print publications, broadcast, digital, email, and social platforms should be placed in media that runs outside of Collier County or in media in Collier County that is directed toward tourists. Media that includes Collier County as part of a regional package can be included. Reimbursement of any campaigns 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 documentation provided by GRANTEE.] (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, 2024 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in the Project Budget will be paid by COUNTY. (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2023 and September 30,2024. (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. [04-CMG-00002/1 790 1 1 4/1] 3 CAO 5 1 1 B (d) COUNTY may request repayment of funds in compliance with Florida law 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 provided to the Tourism Director or his designee through the online system at the time of application. 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 a Final Status Report to County through the online system no later that September 20, 2024. The Final Status Report includes: 1) Analysis of Visitor Survey and Attendance; 2) Financial Analysis; and 3) Marketing Plan Results, and is subject to review by the Tourism Director or Designee. [04-CMG-00002/1790114/I] 4 • GAO 1 1 B [ (b) COUNTY may withhold any payments for failure of GRANTEE to provide the Final Status Report and until the County receives the Final Status Report. 6. CHOICE OF VENDORS AND FAIR DEALING: (a) GRANTEE may select vendors or subcontractors to provide services as described in Paragraph One(I). (b) GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. 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 re-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: [04-CMG-00002/17901 I4/1] 5 CAO { 11B 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: Frank Verpoorten, Executive Director&Chief Curator Naples Art Association, Inc. 585 Park Street Naples, Florida 34102-6611 Frank.verpoorten a,naplesart.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 a,colliercountvfl.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. 9. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a partnership between the COUNTY and the GRANTEE, or its vendors or subcontractors, or to constitute the GRANTEE, or its vendors or subcontractors, as an agent or employee of the COUNTY. 10. COOPERATION: GRANTEE shall fully cooperate with the COUNTY in all matters pertaining to this Agreement and shall provide all information and documentation requested by the COUNTY from time to time pertaining to the use of any funds provided hereunder. 11. TERMINATION: [04-CMG-00002/17901 14/1] 6 CAO 11B (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 invoiced 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 in compliance with Florida law. GRANTEE agrees that the COUNTY, or any of its duly authorized representatives, shall, until the expiration of five (5)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. 1i (04-CMG-00002/I790I14/I] 7 CAO 11B 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 1,2023 and shall remain effective for one year until September 30, 2024. 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: GRANTEE shall provide the data in the Final Status Report for the Tourism Department to determine the Tourism Impact, using industry calculators. 18. REQUIRED NOTATION: All collateral material and advertisements shall identify Collier County tourism by displaying the CVB logo with the website URL www.paradisecoast.com or name 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 [04-CMG-00002/1 7901 1 4/1] 8 ONO 11B 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-00002/1790114/I J 9 CAO 1 i B 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 `�` ZEL, Clerk COLLIER COUNTY, FLORIDA i' A fik, 0,,A It r.Iir..-...41#' By: ./2:47 I'lap' o at ans tgnaure only Rick LoCastro, Chairman t _ Appr v 1 as to form d legality: W Colleen M. Greene Assistant County Attorney GRANTEE: NAPLES ART INSTITUTE r , BY: FRANK VERPOORTEN Printed/Typed Name EXECUTIVE DIRECTOR AND CHIEF CURATOR Printed/Typed Title yi [04-CMG-00002/1790114/I] 10 GQO 11B NAPLES ART ASSOCIATION, INC. EXHIBIT "A" Project Budget Eligible exhibition costs and reimbursable visitor marketing activities. Total Funding—Not to Exceed: $100,000.00 [04-CMG-00002/1790114/I] I I 9 11B 3rnv kr...,k...:a"x8d':c.&.a_:_p'u _. •.a..l'?s L..rsc..'-a4...iLs^..srs.:l,.&3>n _: ._.w..3u-«A.a�v _. :'ttmna C2 - Museums Agreement Naples Art Association) inc(1 ) rsignature needed Final Audit Report 2023-06-29 Created: 2023-06-29 By: John Melleky(john.melleky@colliercountyfl.gov) 1 Status: Signed I, Transaction ID: CBJCHBCAABAA3hks9haipB1bhmQ51fG58EGI9SoCTnUI "C2 Museums Agreement - Naples Art Association, Inc(1 ) - rsign ature needed" History Document created by John Melleky(john.melleky@colliercountyfl.gov) 2023-06-29-4:06:51 PM GMT Document emailed to Frank Verpoorten (frank.verpoorten@naplesart.org)for signature 2023-06-29-4:07:20 PM GMT Email viewed by Frank Verpoorten (frank.verpoorten@naplesart.org) 2023-06-29-5:05:30 PM GMT LA-) Document e-signed by Frank Verpoorten (frank.verpoorten@naplesart.org) Signature Date:2023-06-29-5:06:51 PM GMT-Time Source:server ei Agreement completed. 2023-06-29-5:06:51 PM GMT Adobe Acrobat Sign 11B * 2023 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND NAPLES ART DISTRICT,INC. NON-COUNTY OWNED/OPERATED MUSEUMS THIS AGREEMENT is made and entered into this 26 day of 510 ei ,2023, by and between Naples Art District, 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/production fees and marketing expenses to promote exhibits and festivals using out-of-market advertising to attract overnight visitors to Collier County for Naples Art District Seasonal Support 2023-2024 (hereinafter "the Project");and WHEREAS, the Tourist Development Council has recommended funding for GRANTEE'S exhibit/production fees and out-of-market advertising expenditures for the promotion of 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, approves the proposed Project expenditures, and finds that the Project expenditure promotes tourism. [04-CMG-00002/1790122/I] 1 CAO { 11B NOW,THEREFORE, BASED UPON THE MUTUAL COVENANTS AND PREMISES PROVIDED HEREIN, AND OTHER VALUABLE CONSIDERATION, IT IS MUTUALLY AGREED AS FOLLOWS: I. SCOPE OF WORK: (a) In accordance with the authorized expenditures as set forth in the Budget, attached hereto as Exhibit "A," the GRANTEE shall expend the funds for the out of County promotion of GRANTEE'S marketing of the Project. 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Fifty-Five Thousand Dollars ($55,000). 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 online application 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 "A" shall constitute authorization for the expenditure[s] described in the invoice[s]. (c) All expenditures shall be made in conformity with this Agreement. (d) The COUNTY shall not pay GRANTEE until the Clerk's Finance Department pre-audits all payment invoices in accordance with law. [04-CMG-00002/1790122/1] 2 CAO 1 1 8 (e) GRANTEE shall be paid for its actual costs, not to exceed the maximum amount budgeted pursuant to the attached"Exhibit A." (f) With a goal to promote overnight visitation, expenditures with print publications, broadcast, digital, email, and social platforms should be placed in media that runs outside of Collier County or in media in Collier County that is directed toward tourists. Media that includes Collier County as part of a regional package can be included. Reimbursement of any campaigns 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 documentation provided by GRANTEE.] (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, 2024 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in the Project Budget will be paid by COUNTY. (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2023 and September 30,2024. (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. [04-CMG-00002/I790122/l) 3 CAC 11B (d) COUNTY may request repayment of funds in compliance with Florida law 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 provided to the Tourism Director or his designee through the online system at the time of application. 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 a Final Status Report to County through the online system no later that September 20, 2024. The Final Status Report includes: 1) Analysis of Visitor Survey and Attendance; 2) Financial Analysis; and 3) Marketing Plan Results, and is subject to review by the Tourism Director or Designee. [04-CMG-00002/1790122/1] 4 Gp1/4O 11B (b) COUNTY may withhold any payments for failure of GRANTEE to provide the Final Status Report and until the County receives the Final Status Report. 6. CHOICE OF VENDORS AND FAIR DEALING: (a) GRANTEE may select vendors or subcontractors to provide services as described in Paragraph One(I). (b) GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. 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 re-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: [04-CMG-00002/1790122/1] 5 CAO 11B 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: Paula Brody, President Naples Art District, Inc. 5760 Shirley Street, Unit 2 Naples, Florida 34109 paulabrody@me.com 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. 9. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a partnership between the COUNTY and the GRANTEE, or its vendors or subcontractors, or to constitute the GRANTEE, or its vendors or subcontractors,as an agent or employee of the COUNTY. 10. COOPERATION: GRANTEE shall fully cooperate with the COUNTY in all matters pertaining to this Agreement and shall provide all information and documentation requested by the COUNTY from time to time pertaining to the use of any funds provided hereunder. 11. TERMINATION: [04-CMG-00002/1790122/1] 6 GPO 11B (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 invoiced 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 in compliance with Florida law. GRANTEE agrees that the COUNTY, or any of its duly authorized representatives, shall, until the expiration of five (5)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. [04-CMG-00002/1790122/1] 7 CPO 1 1 B 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, 2023 and shall remain effective for one year until September 30, 2024. If the project is not completed within the term of this ti 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 provide the data in the Final Status Report for the Tourism Department to determine the Tourism Impact, using industry calculators. 18. REQUIRED NOTATION: All collateral material and advertisements shall identify Collier County tourism by displaying the CVB logo with the website URL www.paradisecoast.com or name 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 [04-CMG-00002/1790122/1] 8 11B ihh 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. * * * * * p�p Ii is to tc I4 is [04-CMG-00002/1790122/l] 9 CAC 11B 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. 71 ATTEST: Y, ' BOARD OF COUNTY COMMISSIONERS CRY 4+1L,Clerk COLLIER COUNTY, FLORIDA 1 (--72.: . Me s,, Ohalrman's gna ure only Rick LoCastro, Chairman Approved as o form and legality: Colleen M.Greene Assistant County Attorney GRANTEE: Naples Art District BY: Paulauk Brody(JFro41 09:27 EDT) Paula Brody, President Printed/Typed Name Paula Brody, President Printed/Typed Title 104-CMG-00002/1790122/1] 10 CRo 11B EXHIBIT "A" Project Budget Reimbursable visitor marketing activities. Total Funding—Not to Exceed: $55,000.00 i I [04-CMG-00002/1790122/I) 1 I CAO 11B 'uuw.a4...4,113V..,,VE.2“.tMX• Museums Agreement w Naples Art District, Inc( ) Final Audit Report 2023-07-12 Created: 2023-07-12 111 By: John Melleky(john.melleky@colliercountytl.gov) Status: Signed tt Transaction ID: CBJCHBCAABAALL1xCRXPLssgpeOe7FdhjJH_hRssP2Iy "C2 Museums Agreement - Naples Art District, Inc(1 )" History „,• Document created by John Melleky(John.melleky@colliercountyfi.gov) 2023-07-12-12.49:14 PM GMT °:- Document emailed to paula Brody(paulabrody@me.com)for signature 2023-07-12-12:49:45 PM GMT J Email viewed by paula Brody(paulabrody@me.com) 2023-07-12-1:25:49 PM GMT (5 Signer paula Brody(paulabrody@me.com) entered name at signing as Paula Brody 2023-07-12-1:27:12 PM GMT t:i;_) Document e-signed by Paula Brody(paulabrody@me.com) Signature Date:2023-07-12-1:27:14 PM GMT-Time Source:server tj'a Agreement completed. 2023-07-12-1:27:14 PM GMT el i I } Adobe Acrobat Sign 11B 2023 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND NAPLES BOTANICAL GARDEN,INC. NON-COUNTY OWNED/OPERATED MUSEUMS THIS AGREEMENT is made and entered into this 26 day of JG(J�z .i J V ,2023, I by and between Naples Botanical Garden, Inc., a Florida not-for-profit corporation, hereinafter referred to as "GRANTEE" and Collier County, a political subdivision of the State of Florida, hereinafter referred to as"COUNTY." WHEREAS, the COUNTY has adopted a Tourist Development Plan (hereinafter referred to as"Plan")funded by proceeds from the Tourist Development Tax; and WHEREAS, the Collier County Tourism Ordinance provides that certain of the revenues generated by the Tourist Development Tax are to be allocated to acquire, construct, extend, enlarge, remodel, repair, improve, maintain, operate or promote museums owned and operated by not-for-profit organizations and open to the public;and WHEREAS, GRANTEE has applied to the Tourist Development Council and the County to use Tourist Development Tax funds for GRANTEE'S exhibit/production fees and marketing expenses to promote exhibits and festivals using out-of-market advertising to attract overnight visitors to Collier County for Johnsonville Night Lights in the Garden (hereinafter"the Project"); and WHEREAS, the Tourist Development Council has recommended funding for GRANTEE'S exhibit/production fees and out-of-market advertising expenditures for the promotion of 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, approves the proposed Project expenditures, and finds that the Project expenditure promotes tourism. [04-CMG-00002/1790128/I] 1 GPI 11B NOW,THEREFORE, BASED UPON THE MUTUAL COVENANTS AND PREMISES PROVIDED HEREIN, AND OTHER VALUABLE CONSIDERATION, IT IS MUTUALLY AGREED AS FOLLOWS: 1. SCOPE OF WORK: (a) In accordance with the authorized expenditures as set forth in the Budget, attached hereto as Exhibit "A," the GRANTEE shall expend the funds for the out of County promotion of GRANTEE'S marketing of the Project. 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of One Hundred Thousand Dollars($100,000). GRANTEE shall be paid in accordance with the fiscal procedures of the County for the expenditures incurred as described in Paragraph One (1) herein upon submittal of a Request for Funds on the online application 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 "A" shall constitute authorization for the expenditure[s] described in the invoice[s]. (c) All expenditures shall be made in conformity with this Agreement. (d) The COUNTY shall not pay GRANTEE until the Clerk's Finance Department pre-audits all payment invoices in accordance with law. [04-CMG-00002/I790128/I] 2 GRO 11B (e) GRANTEE shall be paid for its actual costs, not to exceed the maximum amount budgeted pursuant to the attached "Exhibit A." (f) With a goal to promote overnight visitation, expenditures with print publications, broadcast, digital, email, and social platforms should be placed in media that runs outside of Collier County or in media in Collier County that is directed toward tourists. Media that includes Collier County as part of a regional package can be included. Reimbursement of any campaigns 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 documentation provided by GRANTEE.] (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, 2024 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in the Project Budget will be paid by COUNTY. (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2023 and September 30,2024. (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. (04-CMG-00002/1790128/1] 3 °NO 11B (d) COUNTY may request repayment of funds in compliance with Florida law 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 provided to the Tourism Director or his designee through the online system at the time of application. 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 a Final Status Report to County through the online system no later that September 20, 2024. The Final Status Report includes: 1) Analysis of Visitor Survey and Attendance; 2) Financial Analysis; and 3) Marketing Plan Results, and is subject to review by the Tourism Director or Designee. [04-CMG-00002/1790128/1] 4 11B (b) COUNTY may withhold any payments for failure of GRANTEE to provide the Final Status Report and until the County receives the Final Status Report. 6. CHOICE OF VENDORS AND FAIR DEALING: (a) GRANTEE may select vendors or subcontractors to provide services as described in Paragraph One(1). (b) GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. 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 re-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: [04-CMG-00002/1790128/I] 5 {,P0 11B 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: Donna McGinnis,Pesident and CEO Naples,Botanical Garden, Inc. 4820 Bayshore Drive Naples, Florida 34112 dmcginnis@a,naplesgarden.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. 9. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a partnership between the COUNTY and the GRANTEE, or its vendors or subcontractors, or to constitute the GRANTEE, or its vendors or subcontractors, as an agent or employee of the COUNTY. 10. COOPERATION: GRANTEE shall fully cooperate with the COUNTY in all matters pertaining to this Agreement and shall provide all information and documentation requested by the COUNTY from time to time pertaining to the use of any funds provided hereunder. 11. TERMINATION: [04-CMG-00002/1790128/1] 6 GPd 1 18 (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 invoiced 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 in compliance with Florida law. GRANTEE agrees that the COUNTY, or any of its duly authorized representatives, shall, until the expiration of five(5)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. (04-CMG-00002/1790128/1] 7 PQ 1 11B 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 1,2023 and shall remain effective for one year until September 30, 2024. 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: GRANTEE shall provide the data in the Final Status Report for the Tourism Department to determine the Tourism Impact, using industry calculators. 18. REQUIRED NOTATION: All collateral material and advertisements shall identify Collier County tourism by displaying the CVB logo with the website URL www.paradisecoast.com or name 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 [O4-CMG-00002/I790128/I j 8 GPn 11B 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-00002/1790128/Ij 9 GPO 11B 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. ) ''1l'se, ATTEST: . `'' BOARD OF COUNTY COMMISSIONERS CRYSTs K C 1prk COLLIER COUNTY,FLORIDA I a. ./R' . By: ' • e.' asi, ' air ans iE 'en ure only Rick LoCastro, Chairman A..rov d as to form and legality: lile,XV Colleen M. Gree Assistant County Attorney GRANTEE: Naples Botanical Garden Tow 114cG/i41S BY:Donna McGinnis(Jul 10,202314'47 EDT) Donna McGinnis Printed/Typed Name President & CEO Printed/Typed Title , [04-CMG-00002/1790128/1] 10 Gad' 11B EXHIBIT "A" Project Budget Eligible exhibit costs and reimbursable visitor marketing activities. Total Funding—Not to Exceed: $100,000.00 Signature: Signature: Email: atamargo@naplesgarden.org Email: anickrent@naplesgarden.org 0,O [04-CMG-00002/I790128/1] i l 1 1 B. 2023 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND OPERA NAPLES,INC. NON-COUNTY OWNED/OPERATED MUSEUMS THIS AGREEMENT is made and entered into this 2C day of Se er,Iv ,2023, 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, 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/production fees and marketing expenses to promote exhibits and festivals using out-of-market advertising to attract overnight visitors to Collier County for Seasonal Support for Productions of Opera Naples, Inc.,2023-2024 (hereinafter"the Project"); and WHEREAS, the Tourist Development Council has recommended funding for GRANTEE'S exhibit/production fees and out-of-market advertising expenditures for the promotion of 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, approves the proposed Project expenditures, and finds that the Project expenditure promotes tourism. [04-CMG-00002/1790396/1] 1 CAO ) 11B NOW,THEREFORE, BASED UPON THE MUTUAL COVENANTS AND PREMISES PROVIDED HEREIN, AND OTHER VALUABLE CONSIDERATION, IT IS MUTUALLY AGREED AS FOLLOWS: 1. SCOPE OF WORK: (a) In accordance with the authorized expenditures as set forth in the Budget, attached hereto as Exhibit "A," the GRANTEE shall expend the funds for the out of County promotion of GRANTEE'S marketing of the Project. 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of One Hundred Thousand Dollars($100,000). GRANTEE shall be paid in accordance with the fiscal procedures of the County for the expenditures incurred as described in Paragraph One (1) herein upon submittal of a Request for Funds on the online application 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 "A" shall { constitute authorization for the expenditure[s] described in the invoice[s]. (c) All expenditures shall be made in conformity with this Agreement. (d) The COUNTY shall not pay GRANTEE until the Clerk's Finance Department pre-audits all payment invoices in accordance with law. [04-CMG-00002/1790396/11 2 Cq0 4 11B (e) GRANTEE shall be paid for its actual costs, not to exceed the maximum amount budgeted pursuant to the attached"Exhibit A." (f) With a goal to promote overnight visitation, expenditures with print publications, broadcast, digital, email, and social platforms should be placed in media that runs outside of Collier County or in media in Collier County that is directed toward tourists. Media that includes Collier County as part of a regional package can be included. Reimbursement of any campaigns 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 documentation provided by GRANTEE.] (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, 2024 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in the Project Budget will be paid by COUNTY. (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2023 and September 30,2024. (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. [04-CMG-00002/1790396/1] 3 Cqa 1 1 B (d) COUNTY may request repayment of funds in compliance with Florida law 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 provided to the Tourism Director or his designee through the online system at the time of application. 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 a Final Status Report to County through the online system no later that September 20, 2024. The Final Status Report includes: 1) Analysis of Visitor Survey and Attendance; 2) Financial Analysis; and 3) Marketing Plan Results, and is subject to review by the Tourism Director or Designee. [04-CMG-00002/1790396/1] 4 ego 11B (b) COUNTY may withhold any payments for failure of GRANTEE to provide the Final Status Report and until the County receives the Final Status Report. 6. CHOICE OF VENDORS AND FAIR DEALING: } (a) GRANTEE may select vendors or subcontractors to provide services as described in Paragraph One(1). (b) GRANTEE shall take,reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. 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 re-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: (04-CMG-00002/1790396/11 5 3 Cqo 1 1 B kE� 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: Laura Burns,Executive Director Opera Naples, Inc. 2408 Linwood Avenue Naples,Florida 34112 lburns@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. 9. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a partnership between the COUNTY and the GRANTEE, or its vendors or subcontractors, or to constitute the GRANTEE, or its vendors or subcontractors, as an agent or employee of the COUNTY. 10. COOPERATION: GRANTEE shall fully cooperate with the COUNTY in all matters pertaining to this Agreement and shall provide all information and documentation requested by the COUNTY from time to time pertainingto the use of anyfunds provided hereunder. 11. TERMINATION: t04-CMG-00002/1790396/1] 6 11B (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 invoiced 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 in compliance with Florida law. GRANTEE agrees that the COUNTY, or any of its duly authorized representatives, shall, until the expiration of five(5)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. [04-CMG-00002/1790396/I] 7 Ci 1 1 B 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, 2023 and shall remain effective for one year until September 30, 2024. 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: GRANTEE shall provide the data in the Final Status Report for the Tourism Department to determine the Tourism Impact,using industry calculators. 18. REQUIRED NOTATION: All collateral material and advertisements shall identify Collier County tourism by displaying the CVB logo with the website URL www.paradisecoast.com or name 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 [04-CMG-00002/1790396/1] 8 C/ 11B Centers for Disease Control and Prevention (CDC.gov/coronavirus) guidelines for hosting events during the COV1D-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-00002/1790396/11 9 °P° 11B 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 CRYS ' L K. > A Clerk COLLIER COUNTY, FLORIDA tt ' AWL • By: / ,__2. ,,. as • Chairman's L. i•ha ure only Rick LoCastro, Chairman Approve s to •rm and le lity: ____0 —)//1 ‘i 1 Colleen M.Greene Assistant County Attorney GRANTEE: Opera Naples, Inc BY: Laura Burns Printed/Typed Name Executive Director Printed/Typed Title [04-CMG-00002/1790396/1] 10 `f),0 11B EXHIBIT "A" Project Budget Eligible production expenses and reimbursable visitor marketing activities. Total Funding—Not to Exceed: $100,000.00 [04-CMG-00002/1790396/1] 11 Cp,O 11B C2 Museums Agreement - Opera Naples, Inc(1 ) Final Audit Report 2023-06-27 Created: 2023-06-27 By: John Melleky(john.melleky@colliercountyfl.gov) Status: Signed Transaction ID: CBJCHBCAABAAREHkLCLgHWz2vr8KUxtC1X5NpM3gjebH "C2 Museums Agreement - Opera Naples, Inc(1 )" History Document created by John Melleky(john.melleky@colliercountyfl.gov) 2023-06-27-8:26:37 PM GMT Document emailed to Laura Burns(Iburns@operanaples.org)for signature 2023-06-27-8:27:03 PM GMT `;`) Email viewed by Laura Burns(Iburns@operanaples.org) 2023-06-27-9:31:23 PM GMT 656 Document e-signed by Laura Burns (Iburns@operanaples.org) Signature Date:2023-06-27-9:35:44 PM GMT-Time Source:server Agreement completed. 2023-06-27-9:35:44 PM GMT CRO . Adobe Acrobat Sign 11E 2023 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND THE HOLOCAUST MUSEUM AND EDUCATJON CENTER OF SWFL,INC. NON-COUNTY OWNED/OPERATED MUSEUMS THIS AGREEMENT is made and entered into this Z6 day of $etfc,A,l e/ ,2023, by and between The Holocaust Museum & Education Center of SWFL, Inc.; d/b/a 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 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 . j to use Tourist Development Tax funds for GRANTEE'S exhibit/production fees and marketing expenses to promote exhibits and festivals using out-of-market advertising to attract overnight visitors to Collier County for Seasonal Support--2023-2024 for marketing and costs for three traveling exhibitions throughout the year:Forgeries and the Holocaust,Stitching History from the Holocaust, and Lawyers Without Rights, (hereinafter"the Project");and WHEREAS, the Tourist Development Council has recommended funding for GRANTEE'S exhibit/production fees and out-of-market advertising expenditures for the promotion of the Project,and has made a finding that this expenditure promotes tourism;and CpO 104-0M0-00002/1790454/t] 11B WHEREAS, the Board of County Commissioners ("Board") has made a finding that GRANTEE qualifies as a museum, approves the proposed Project expenditures, and finds that the Project expenditure promotes tourism. NOW,THEREFORE,BASED UPON THE MUTUAL COVENANTS AND PREMISES PROVIDED HEREIN, AND OTHER VALUABLE CONSIDERATION, IT IS MUTUALLY AGREED AS FOLLOWS: 1. SCOPE OF WORK: (a) In accordance with the authorized expenditures as set forth in the Budget, attached hereto as Exhibit "A," the GRANTEE shall expend the funds for the out of County promotion of GRANTEE'S marketing of the Project. 2, PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Fifteen Thousand Dollars ($15,000). GRANTEE shall be paid in accordance with 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 online application 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. 1 i (b) The Tourism Director, or his designee, shall determine that the invoice payments are authorized and that the goods or services covered by such invoices] have been provided or performed in accordance with such authorization. The budget attached as Exhibit "A" shall constitute authorization for the expenditures]described in the invoice[s]. [04-CMG-00002/1790454/1] 2 CAO { 118 (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 A." (f) With a goal to promote overnight visitation, expenditures with print publications, broadcast, digital, email, and social platforms should be placed in media that runs outside of Collier County or in media in Collier County that is directed toward tourists. Media that includes Collier County as part of a regional package can be included. Reimbursement of any campaigns 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 documentation provided by GRANTEE.] (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 GRAN lEE between the effective dates of this Agreement. (i) All requests for reimbursement must be received by September 30, 2024 to be eligible for payment, 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in the Project Budget will be paid by COUNTY. (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2023 and September 30,2024. [04-CMG-00002/1790454/1J 3 CAO 11B (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 in compliance with Florida law 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 provided to the Tourism Director or his designee through the online system at the time of application. 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 a Final Status Report to County through the online system no later that September 20, 2024, The Final Status Report includes: 1) Analysis of [04-CMG-00002/1790454/1) 4 CA i I 11B � I Visitor Survey and Attendance; 2) Financial Analysis; and 3) Marketing Plan Results, and is subject to review by the Tourism Director or Designee. (b) COUNTY may withhold any payments for failure of GRANTEE to provide the Final Status Report and until the County receives the Final Status Report. 6, CHOICE OF VENDORS AND FAIR DEALING: (a) GRANTEE may select vendors or subcontractors to provide services as described in Paragraph One(I). (b) GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. 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 re-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 (04-CMG-00002/1790454/1] 5 CAO 11B not he 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: Susan Suarez,President and CEO Holocaust Museum&Education Center of SWFL,Inc. 975 Imperial Golf Course Blvd., Suite 108 Naples,Florida 34110 Susan@hmcec.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 Mellelcy,Arts and Culture Manager Collier County Tourism Department 2660 N. Horseshoe Drive Suite 105 Naples,Florida 34104 John.Melleky a,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. 9. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a partnership between the COUNTY and the GRANTEE,or its vendors or subcontractors, or to constitute the GRANTEE, or its vendors or subcontractors,as an agent or employee of the COUNTY. 10. COOPERATION: GRANTEE shall fully cooperate with the COUNTY in all matters pertaining to this Agreement and shall provide all information and documentation requested by the COUNTY from time to time pertaining to the use of any funds provided hereunder. [04-CMO-00002/1790454/(l 6 GAO { 1IB I 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 invoiced 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 teLm of this agreement, and at its sole discretion,reduce or eliminate funding under this agreement. l4, AVAILABILITY OF RECORDS: GRANTEE shall maintain records, books, documents, papers and financial information pertaining to work performed under this Agreement in compliance with Florida law. GRANTEE agrees that the COUNTY, or any of its duly authorized representatives, shall, until the expiration of five(5)years after final payment under this Agreement,have access to,and the right to examine [04-CMG-0000211790454/11 7 CPO 11B and photocopy any pertinent books, documents, papers, and records of GRANTEE involving any transactions related to this Agreement, 15, PROHIBITION OF ASSIGNMENT:ENT: 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 1,2023 and shall remain effective for one year until September 30, 2024. 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 GRAN ME 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 provide the data in the Final Status Report for the Tourism Department to determine the Tourism Impact,using industry calculators. 18. REQUIRED NOTATION: ( All collateral material and advertisements shall identify Collier County tourism by displaying the CVB logo with the website URL www.paradisecoast.com or name to qualify for reimbursement. 19. COVID-19 REQUIREMENTS: [04-CMG-00002/1790454/1] 8 GAO 11B For each event, GRANTEE is required to maintain compliance with state and local emergency rules, orders, and/or ordinances, and GRAN FEE 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-00002/1790454/1] 9 e 11B 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: ., I3OAIW OF COUNTY COMMISSIONERS CRYST. 4Z , Clerk COLLIER COUNTY,FLORIDA Y: .►. .t as to Chairman's. -ign. ure only Rick LoCastro, Chairman A prov as to form and legality: Mlia91412— ,Queen M. Greene Assistant County Attorney GRANTEE: • Holocaust Museum&Cohen Education Center (.9&,taii sriaYez I3Y:Susan Suarez(Jun 29,202314:39 EDT) Susan Suarez Printed/Typed Name President & CEO Printed/Typed Title ( ( (04-CMG-00002/1790454111 10 CAC 11B EXHIBIT "A" Project Budget Eligible exhibition fees and reimbursable visitor marketing activities. Total Funding—Not to Exceed: $15,000,00 [04-CMG-00002/I'19045 A/t] t i CAO 11B t _W,F�sn..£uw r�A...�_�m�.... -e«cx2.-� +�' -.6.. ��d5i1. 3L'_.�.-.�4 az'r.-. r�«uv:..-F.•^.3�'.:�tiiFic - Y—�sN®vr.w rt C • j3 C2 Museums Agreement - The Holocaust Museum & Education Center of SWFL, Inc(1 ) revised contractnew signature needed Final Audit Report 2023-06-29 Created: 2023-06-29 By: John Melleky(john.melloky@colliercountyfl.gov) Status: Signed Transaction ID: CBJCHBCAABAAD7jEdD_0geLn7sKJpWnUBOhuVSMHfhDX "C2 Museums Agreement - The Holocaust Museum & Education Center of SWFL, Inc(1) - revised contractnew signature needed " History .6 Document created by John Melleky(john.melleky@colliercountyfl.gov) 2023-06-29-4:15:02 PM GMT El4 Document emailed to Susan Suarez(susan@hmcec.org)for signature 2023-06-29-4:15:23 PM GMT n Email viewed by Susan Suarez(susan@hmcec.org) 2023-06-29-6:38:16 PM GMT Al Document e-signed by Susan Suarez(susan@hmcec.org) Signature Date:2023-06-29-6:39:02 PM GMT-Time Source:server Agreement completed. 202.3.06-20-6:30:02 PM GMT IS F ` Adobe Acrobat Sign I CA� 11B 2023 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND THE NAPLES PLAYERS,INC. NON-COUNTY OWNED/OPERATED MUSEUMS THIS AGREEMENT is made and entered into this day of S ytcft e.- , 2023, by and between The Naples Players, 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/production fees and marketing expenses to promote exhibits and festivals using out-of-market advertising to attract overnight visitors to Collier County for Seasonal Support—2023-2024 for theater productions (hereinafter "the Project"); and WHEREAS, the Tourist Development Council has recommended funding for GRANTEE'S exhibit/production fees and out-of-market advertising expenditures for the promotion of 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, approves the proposed Project expenditures, and finds that the Project expenditure promotes tourism. [04-CMG-00002/1790456/1J CAO 11B NOW, THEREFORE, BASED UPON THE MUTUAL COVENANTS AND PREMISES PROVIDED HEREIN, AND OTHER VALUABLE CONSIDERATION, IT IS MUTUALLY AGREED AS FOLLOWS: 1. SCOPE OF WORK: (a) In accordance with the authorized expenditures as set forth in the Budget, attached hereto as Exhibit "A," the GRANTEE shall expend the funds for the out of County promotion of GRANTEE'S marketing of the Project. 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Forty-Five Thousand Dollars ($45,000). 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 online application 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 "A" shall constitute authorization for the expenditure[s] described in the invoice[s]. (c) All expenditures shall be made in conformity with this Agreement. (d) The COUNTY shall not pay GRANTEE until the Clerk's Finance Department pre-audits all payment invoices in accordance with law. [04-CMG-00002/1790456/I] 2 CAo 1 1 R (e) GRANTEE shall be paid for its actual costs, not to exceed the maximum amount budgeted pursuant to the attached"Exhibit A." (f) With a goal to promote overnight visitation, expenditures with print publications, broadcast, digital, email, and social platforms should be placed in media that runs outside of Collier County or in media in Collier County that is directed toward tourists. Media that includes Collier County as part of a regional package can be included. Reimbursement of any campaigns 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 documentation provided by GRANTEE.] (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, 2024 to be eligible for payment. 3. ELIGIBLE EXPENDITURES: (a) Only eligible expenditures described in the Project Budget will be paid by COUNTY. (b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2023 and September 30,2024. (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. [04-CMG-00002/1790456/1] 3 CAO 1 11B (d) COUNTY may request repayment of funds in compliance with Florida law 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 provided to the Tourism Director or his designee through the online system at the time of application. 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: is (a) GRANTEE shall provide a Final Status Report to County through the online system no later that September 20, 2024. The Final Status Report includes: I) Analysis of Visitor Survey and Attendance; 2) Financial Analysis; and 3) Marketing Plan Results, and is subject to review by the Tourism Director or Designee, {04-CMG-00002/1790456/E1 G OAO it 11B (b) COUNTY may withhold any payments for failure of GRANTEE to provide the Final Status Report and until the County receives the Final Status Report. 6. CHOICE OF VENDORS AND FAIR DEALING: (a) GRANTEE may select vendors or subcontractors to provide services as described in Paragraph One(1). (b) GRANTEE shall take reasonable measures to assure the continued satisfactory performance of all vendors and subcontractors. 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 re-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: [04-CMG-00002/1790456/I j 5 CAO 11B 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: Bryce Alexander,CEO The Naples Players, Inc. 701 5th Avenue South Naples,Florida 34102 balexander@a,naplesplayers.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. 9. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a partnership between the COUNTY and the GRANTEE, or its vendors or subcontractors, or to constitute the GRANTEE, or its vendors or subcontractors,as an agent or employee of the COUNTY. 10. COOPERATION: GRANTEE shall fully cooperate with the COUNTY in all matters pertaining to this Agreement and shall provide all information and documentation requested by the COUNTY from time to time pertaining to the use of any funds provided hereunder. 11. TERMINATION: [04-CMG-00002/1740456/1] 6 11B (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 invoiced 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 in compliance with Florida law. GRANTEE agrees that the COUNTY, or any of its duly authorized representatives, shall, until the expiration of five(5)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. [04-CMG-00002/1790456/I] 7 CAO 1 1 B 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 1,2023 and shall remain effective for one year until September 30, 2024. 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 i and approved by the Board of County Commissioners. 17. EVALUATION OF TOURISM IMPACT: GRANTEE shall provide the data in the Final Status Report for the Tourism Department to determine the Tourism Impact,using industry calculators. 18. REQUIRED NOTATION: All collateral material and advertisements shall identify Collier County tourism by displaying the CVB logo with the website URL www.paradisecoast.com or name 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 [04-CMG-00002/1790456/1] 8 CAO 1 1 B 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-00002/1790456/1] 9 CAO 11B 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 ;, . $P1) ATTEST: a '41 BOARD OF COUNTY COMMISSIONERS CRYSTAL I ;:Clerk COLLIER COUNTY, FLORIDA By: est t 9t girtharvs sgnat re only. a Rick LoCastro, Chairman Approved as to form and legality: Colleen M.Greene Assistant County Attorney GRANTEE: The Naples Players, Inc BY: ar'1 ."44. Bryce Alexander Printed/Typed Name CEO & Executive Artistic Director Printed/Typed Title [04-CMG-00002/1790456/1] 10 CAO 11B EXHIBIT "A" Project Budget Eligible production expenses and reimbursable visitor marketing activities. Total Funding—Not to Exceed: $45,000.00 I [04-CMG-00002/I790456/I) 11 CAO 11B C2 Museums Agreement - The Naples Players, Inc(1 ) - revised contract - new signature needed Final Audit Report 2023-06-29 Created: 2023-06-29 By: John Melleky(John.melleky@colliercountyfl.gov) Status: Signed Transaction ID: CB JCHBCAABAAgvkoHzCUMr5IQg_DIGroWCuXiB8FAGXl "C2 Museums Agreement - The Naples Players, Inc(1 ) - revised contract - new signature needed" History Document created by John Melleky(John.melleky@colliercountyfl.gov) 2023-06-29-4:17:16 PM GMT I-.,. Document emailed to Bryce Alexander(balexander@naplesplayers.org)for signature 2023-06-29-4:17:43 PM GMT Email viewed by Bryce Alexander(balexander@naplesplayers.org) 2023-06-29-4:19:37 PM GMT A c) Document e-signed by Bryce Alexander(balexander@naplesplayers.org) Signature Date:2023-06-29-4:20:50 PM GMT-Time Source:server 0. Agreement completed. 2023-06-29-4:20:50 PM GMT `: Adobe Acrobat Sign C'M a —�