#10-5551 Amend #1 (Naples Int'l Film Festival)
EXHIBIT A-1 Contract Amendment #1
"2011 Tourism Agreement Between Collier County and Naples International Film Festival
(NIFF, Inc.)"
This amendment, dated r ~_. c ~ . 2011 to the referenced agreement shall be by and
between the parties to the original Agreement, Naples International Film Festival (NIFF, Inc.) (to be
referred to as "Grantee") and Collier County, Florida, (to be referred to as "County").
Statement of Understanding
RE: Contract # 10-5551 - "2011 Tourism Agreement Between Collier County and Naples International
Film Festival (NIFF, Inc.)"
In order to continue the services provided for in the original Contract document referenced above, the
GRANTEE agrees to amend the above referenced Contract as per the Exhibit "AI-A" attached to this
Amendment and incorporated herein by reference. This Amendment shall extend the Agreement through
November 30,2011.
All other terms and conditions of the agreement shall remain in force.
IN WITNESS WHEREOF, the Grantee and the County have each, respectively, by an authorized
person or agent, hereunder set their hands and seals on the date(s) indicated below.
Accepted:
~ .~ f?> ,2011
BOARD OF COUNTY COMMISSIONERS
:~LLffiR~~~~
FRED W. COYLE, Chairman
Approved'as ~o fORll!Qli?
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Assistant County Attorney
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PriD.tedffyped Name
GRANTEE;
Naples International Film Festival (NIFF, Inc.)
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Pruitedffyped Name
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Printedffyped Title
Exhibit AI-A
2011 TOURISM AGREEMENT BETWEEN
COLLIER COUNTY AND NAPLES INTERNATIONAL FILM FESTIVAL, INC.
THIS AGREEMENT is made and entered into this day of ,2010,
by and between NIFF, Inc., a Florida not-for-profit corporation, hereinafter referred to as
"GRANTEE" and Collier County, a political subdivision of the State of Florida, hereinafter
referred to as "COUNTY".
WHEREAS, the COUNTY has adopted a Tourist Development Plan (hereinafter referred
to as "Plan") funded by proceeds from the Tourist Development Tax; and
WHEREAS, the Plan provides that certain of the revenues generated by the Tourist
Development Tax are to be allocated to promote and advertise tourism within the State of
Florida, nationally and internationally which encourages tourism; and
WHEREAS, GRANTEE has applied to the Tourist Development Council and the County
to use Tourist Development Tax funds for community information services; and
WHEREAS, The Collier County Board of County Commissioners has approved the
funding request of the GRANTEE and the Chairman was authorized to execute the Tourism
Agreement.
NOW, THEREFORE, BASED UPON THE MUTUAL COVENANTS AND PREMISES
PROVIDED HEREIN, AND OTHER VALUABLE CONSIDERA nON, IT IS MUTUALLY
AGREED AS FOLLOWS:
1. SCOPE OF WORK:
(a) In accordance with the authorized expenditures as set forth in the Budget, attached
hereto as Exhibit "F", the GRANTEE shall expend the funds for the production the 2010 Naples
International Film Festival (hereinafter "the Project"), .
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2. PAYMENT:
(a) The amount to be paid under this Agreement shall be a total of Twenty Thousand
Dollars ($20,000), with Fourteen Thousand Dollars ($14,000) expended in Fiscal Year 2010 and
the balance in Fiscal Year 2011. GRANTEE shall be paid in accordance with fiscal procedures
of the County for the expenditures incurred as described in Paragraph One (1) herein upon
submittal of a Request for Funds on the form attached hereto as Exhibit "D" and made a part
hereof, and shall submit-, copies of credit card receipts and statements and two-sided copies of
cancelled checks. on-line bill pay transaction registers or other acceptable evidence of payment.
original tear sheets of print ads showing publication name and date, affidavit of broadcast dates
and times. screen shots of on-line ads showing date of capture, or samples of printed materials.
and proofs of TV ads and radio scripts vendor invoices and copies of cancelled checks or other
evidence of payment to the Executive Director of the Naples, Marco, Everglades Convention and
Visitors Bureau ("CVB"), or his designee, for review and upon verification by letter from the
GRANTEE that the services or work performed as described in the invoice have been completed
or that the goods have been received and that all vendors have been paid. Should these
documents be unavailable, the GRANTEE may submit other legally viable evidence of payment
subiect to review and approval by the Clerk's office.
(b) The Tourism Director or his designee shall determine that the invoice payments
are authorized and that the goods or services covered by such invoice ( s] have been provided or
performed in accordance with such authorization. The line item budget attached as Exhibit "F"
shall constitute authorization for the expenditure ( s] described in the invoice( s].
(c) All expenditures shall be made in conformity with this Agreement.
(d) The COUNTY shall not pay GRANTEE until the Clerk of the Board of County
Commissioners pre-audits all payment invoices in accordance with law.
(e) GRANTEE shall be paid for its actual costs, not to exceed the total amount for
any line item nor, the maximum amount budgeted pursuant to the attached "Exhibit F". The
amounts applicable to the various line items of Exhibit "F", subject to the maximum total
amount, may be increased or decreased by up to ten percent (10%) at the discretion of
GRANTEE. Adjustment in excess of ten percent (10%) of any line item may be authorized by
the County Manager or his designee.
(D Expenditures with publications, broadcast and brochure distribution with
circulation or reach outside Collier County over 50% of the total will be acceptable for
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reimbursement at full value based on a statement from the publisher, broadcaster or distributor
attesting to that circulation percentage.
(g) Invoices for prepavment 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.
(f'D_ -All requests for reimbursement must be received pnor to Scptember
November 30,2011 to be eligible for payment.
3. ELIGIBLE EXPENDITURES:
(a) Only eligible expenditures described In Paragraph One (1) will be paid by
COUNTY.
(b) COUNTY agrees to pay eligible expenditures incurred between the effective date
of this agreement and September November 30, 2011.
(c) Any expenditures paid by COUNTY which are later deemed to be ineligible
expenditures shall be repaid to COUNTY within thirty (30) days of COUNTY's written request
to repay said funds.
(d) COUNTY may request repayment of funds for a period of up to three (3) years
after termination of this Agreement or any extension or renewal thereof.
4. INSURANCE:
(a) GRANTEE shall submit a Certificate of Insurance naming Collier County Board
of County Commissioners and the Tourist Development Council as additional insureds.
(b) The certificate of insurance must be valid for the duration of this Agreement, and
be issued by a company licensed in the State of Florida, and provide General Liability Insurance
for no less than the following amounts:
BODIL Y 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
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(c) The Certificate of Insurance must be delivered to the Tourism Director, or his
designee, with the executed Agreement. The GRANTEE shall not commence promotional or
advertising activities which are to be funded pursuant to this Agreement until the Certificate of
Insurance has been received by the COUNTY and the Agreement is fully executed.
5. REPORTING REQUIREMENTS:
(a) GRANTEE shall provide to County a preliminary status report on the form
attached hereto as Exhibit "A" within thirty (30) days of the effective date of the agreement.
(b) GRANTEE shall provide to County a calendar quarterly interim status report on
the form attached hereto as Exhibit "B" whether or not a Request for Funds is submitted.
(c) GRANTEE shall provide to County a final status report on the form attached
hereto as Exhibit "C" no later than October 31November 30, 2011.
(d) Each report shall identify the amount spent, the duties performed, the services
pro'{ided, the economic impact generated by the GRANTEE and the goods delivered since the
previous reporting period. economic impact generated by the GRANTEE through the use of the
reports (Exhibits A, B and C) which identify the amount spent, the duties performed, the services
provided. and the goods delivered since the previous reporting period.
(e) GRANTEE shall take reasonable measures to assure the continued satisfactory
performance of all vendors and subcontractors.
(f) COUNTY may withhold any interim or final payments for failure of GRANTEE
to provide the interim status report or final status report until the County receives the interim
status report or final status report or other report acceptable to the Executive Director of the
CVB.
6. CHOICE OF VENDORS AND FAIR DEALING:
(a) GRANTEE may select vendors or subcontractors to provide services as described
in Paragraph One (1).
(b) COUNTY shall not be responsible for paying vendors and shall not be involved in
the selection of subcontractors or vendors.
(c) GRANTEE agrees to disclose any financial or other relationship between
GRANTEE and any subcontractors or vendors, including, but not limited to, similar or related
employees, agents, officers, directors and/or shareholders.c
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(d) COUNTY may, in its discretion, object to the reasonableness of expenditures and
require payment if invoices have been paid under this Agreement for unreasonable expenditures.
The reasonableness of the expenditures shall be based on industry standards.
7. INDEMNIFICATION:
GRANTEE shall indemnify and hold harmless Collier County, its agents, officers and
employees from any and all liabilities, damages, losses and costs, including, but not limited to,
reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence,
recklessness, or intentionally wrongful conduct of the GRANTEE or anyone employed or utilized
by the GRANTEE in the performance of this Agreement. This indemnification obligation shall
not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be
available to an indemnified party or person described in this paragraph.
8. NOTICES:
All notices from the COUNTY to the GRANTEE shall be in writing and deemed duly
served if mailed by certified mail to the GRANTEE at the following address:
Tim Rowe, President
Naples International Film Festival, Inc.
720 Belair Court
Naples, FL 34103
All notices from the GRANTEE to the COUNTY shall be in writing and deemed duly
served if mailed by certified mail to the COUNTY to:
Jack Wert, Executive Director
Naples, Marco Island, Everglades CVB
2800 N. Horseshoe Drive
Naples, Florida 34104
The GRANTEE and the COUNTY may change the above mailing address at any time
upon giving the other party written notification pursuant to this Section.
9. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a
partnership between the COUNTY and the GRANTEE, or its vendors or subcontractors, or to
constitute the GRANTEE, or its vendors or subcontractors, as an agent or employee of the
COUNTY.
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10. COOPERATION: GRANTEE shall fully cooperate with the COUNTY in all
matters pertaining to this Agreement and shall provide all information and documentation
requested by the COUNTY from time to time pertaining to the use of any funds provided
hereunder.
11. TERMINATION:
(a) The COUNTY or the GRANTEE may cancel this Agreement with or without cause
by giving thirty (30) days advance written notice of such termination specifYing the effective date
of termination.
(b) If the COUNTY terminates this Agreement, the COUNTY will pay the
GRANTEE for all expenditures or contractual obligations incurred by GRANTEE, with
subcontractors and vendors, up to the effective date of the termination so long as such expenses are
eligible.
12. GENERAL ACCOUNTING: GRANTEE is required to maintain complete and
accurate accounting records. All revenue related to the Agreement must be recorded, and all
xpenditures must be incurred within the term of this Agreement.
13. AVAILABILITY OF FUNDS: This agreement is subiect to the availability of
ment Tax revenues. If for anv reason tourist tax funds are not available to fund all
r art of this a reement the COUNTY may u on written notice at an time durin the term of
his a reement and at its sole discretion. reduce or eliminate fund in under this a reement.
+;11. AVAILABILITY OF RECORDS: GRANTEE shall maintain records, books,
documents, papers and financial information pertaining to work performed under this Agreement
for a period of three (3) years. GRANTEE agrees that the COUNTY, or any of its duly authorized
representatives, shall, until the expiration of three (3) years after final payment under this
Agreement, have access to, and the right to examine and photocopy any pertinent books,
documents, papers, and records of GRANTEE involving any transactions related to this
Agreement.
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I -1415. 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.
I 1~::S. TERM: This Agreement shall become effective on the date of approval by the
Foard of County Commissioners and shall remain effective until September November 30, 2011.
If the project is not completed within the term of this agreement, all unreleased funds shall be
retained by the COUNTY. Any extension of this Agreement beyond the original term in order to
complete the Project must be at the express consent of the Collier County Board of County
Commissioners.
I 116. The GRANTEE must request any extension of this term in writing at least sixty
(60) days prior to the expiration of this Agreement, and the COUNTY may agree by amendment to
this Agreement to extend the term for an additional one (1) year.
I l~+. EV ALUA nON OF TOURISM IMP ACT: GRANTEE shall monitor and evaluate
the tourism impact of the Project, explaining how the tourism impact was evaluated, providing a
written report to the Tourism Director, or his designee, along with a final budget analysis by
pctober 31November 30,2011.
19&. REQUIRED NOTATION: All promotional literature and all print, broadcast and
n-line media advertising must prominently list Collier County and the Tourist Development
ouncil as a source of funds to read "A cooperative effort funded by the Collier County Tourist
evelo ment Tax"; and/or display the CVB logo with website address www.paradisecoast.com to
qualify for reimbursement.
I 20+9. AMENDMENTS: This Agreement may only be amended by mutual written
agreement of the parties, after review by the Collier County Tourist Development Council if
warranted.
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IN WITNESS WHEREOF, the GRANTEE and COUNTY have respectively, by an
authorized person or agent, hereunder set their hands and seals on the date and year first above
written.
ATTEST:
DWIGHT E. BROCK, Clerk
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By:
FRED COYLE, Chairman
Approved as to form and
legal sufficiency
Assistant County Attorney
WITNESSES:
GRANTEE:
(1)
NIFF, INC.
Printed/Typed Name
(2)
BY:
Printed/Typed Name
Printed/Typed Name
Printed/Typed Title
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EXHIBIT" A"
Collier County Tourist Development Council
Preliminary Status Report
EVENT NAME:
REPORT DATE:
ORGANIZATION:
CONTACT PERSON:
TITLE:
ADDRESS:
PHONE:
FAX:
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On an attached sheet, answer the followinq auestions and attach it to your
application.
PRELIMINARY INFORMATION:
Is this a first time project? If not, please give details of past projects.
Do you anticipate using area hotels in support of your project?
If so, what are the estimated hotel room nights generated by project?
What is the estimated revenue generated by this project?
What is the estimated number of participants expected to visit the project?
If project planning is in progress, what has been done, what remains to be done, and are
there any problems?
If the project planning has not been started, why?
List any planned out-of-county advertising, marketing, and/or public relations that will be
used in support of the project.
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EXHIBIT "B"
Collier County Tourist Development Council
Interim Status Report
EVENT NAME:
REPORT DATE:
ORGANIZATION:
CONTACT PERSON:
TITLE:
ADDRESS:
PHONE:
FAX:
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On an attached sheet. answer the followinQ Questions to identify the status of the
IJroiect. Submit this reIJort at least Quarter Iv.
INTERIM - These questions will identify the current status of the project. After the TDC
staff reviews this Interim Status Report, if they feel you are behind schedule on the
planning stages, they will make recommendations to help get the project stay on schedule.
Has the planning of this project started?
At what point are you at with the planning stage for this project?
(Percent of completion)
Will any hotels/motels be utilized to support this project?
If so, how many hotel room nights will be utilized?
What is the total dollar amount to date of matching contributions?
What is the status of the advertising and promotion for this project?
Have your submitted any advertisements or printed pieces to the TDC staff for approval?
Please supply a sample and indicate the ad schedule.
How has the public interest for this project been up to this point?
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EXHIBIT "e"
Collier County Tourist Development Council
Final Status Report
EVENT NAME:
REPORT DATE:
ORGANIZATION:
CONTACT PERSON:
TITLE:
ADDRESS:
PHONE:
FAX:
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On an attached sheet, answer the followina Questions for each element in your
scolJe of work.
Final - These questions should be answered for your final status report.
Was this a first time project? If not, how many times has this event taken place?
What hotels/motels were utilized to support the project and how many?
What is the total economic impact and revenue generated for this event?
Total expenses. (Have all vendors been paid?)
List the vendors that have been paid, if not, what invoices are still outstanding and why?
What is the number of participants that visited the project?
What is the percentage of the total participants from out of Collier County?
What problems occurred if any during the project event?
List any out-of-county- advertising, marketing, and/or public relations that was used to
support the project and attach samples.
How could the project been improved or expanded?
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EXHIBIT "0"
REQUEST FOR FUNDS
COLLIER COUNTY TOURIST DEVELOPMENT COUNCil
EVENT NAME
ORGANIZATION
ADDRESS
CONTACT PERSON
REQUEST PERIOD
FROM
TELEPHONE (
TO
REQUEST#
( ) INTERIM REPORT
( ) FINAL REPORT
TOTAL CONTRACT AMOUNT $
EXPENSE
BUDGET
REIMBURSEMENT REQUESTED
TOTALS
NOTE: Reimbursement of funds must stay within the confines of the Project Expenses outlined in
your application and Scope of Services in your agreement. Copies of paid invoices, cancelled
checks, tear sheets, printed samples or other backup information to substantiate payment must
accompany request for funds. The following will not be accepted for payments: statements in
place of invoices; checks or invoices not dated; tear sheets without date, company or
organizations name. A tear sheet is required for each ad for each day or month of publication. A
proof of an ad will not be accepted.
For each additional request for payment subsequent to the first request, Grantee is required to
submit verification in writing that all subcontractors and vendors have been paid for work and
materials previously performed or received prior to receipt of any further payments.
If project budget has specific categories with set dollar limits, the Grantee is required to include a
spreadsheet to show which category each invoice is being paid from and total of category before
payment can be made to Grantee. Organizations receiving funding should take into consideration
that it will take a maximum of 45 days for the County to process a check.
Furnishing false information may constitute a violation of applicable State and Federal laws.
CERTIFICATION OF FINANCIAL OFFICER: I certify that the above information is correct based on
our official accounting system and records, consistently applied and maintained and that the cost
shown have been made for the purpose of and in accordance with, the terms of the contract. The
funds requested are for reimbursement of actual cost made during this time period.
SIGNATURE
TITLE
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EXHIBIT "F"
2010 Naples International Film Festival, Inc.
Project Budget
Out of Collier County marketing and advertising expenses
to include website and social media site ads.
Up to $14,000 to be expended in Fiscal Year 2010 and the
balance expended in Fiscal Year 2011
Total:
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FundinQ - Not to Exceed
$20,000
$20,000