#10-5551 Amend #2 (Naples Botanical Garden)
~ EXHIBIT A-2 Contract Amendment #2
2011 Tourism Agreement Between Collier County and Naples Botanical Garden, Inc."
This amendment, dated c:s @. f i?> ,2011 to the referenced agreement shall be by and
between the parties to the original Agreement, Naples Botanical Garden, Inc. (to be referred to as
"Grantee") and Collier County, Florida, (to be referred to as "County").
Statement of Understanding
RE: Contract # 10-5551 - "2011 Tourism Agreement Between Collier County and Naples Botanical
Garden, Inc."
In order to continue the services provided for in the original Contract document referenced above, the
GRANTEE agrees to amend the above referenced Contract as per the Exhibit "A2-A" attached to this
Amendment and incorporated herein by reference. This Amendment shall extend the Agreement thro,ugh
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:
S'~~.
'.~
,2011
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By: '1u-L W. (~~.
FRED W. COYLE, Chairman
Approved as to form and
legal sufficiency
C,~~
Assistant County Attorney
WITNESSES:
(1)Civuk~.~
GRANTEE:
Naples Botanical Garden, Inc.
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Printed/Typed Name
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'B (2..lAt-) H-o u.6Y
Printed/Typed Name
(2)~cP L-~
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Printed/Typed Name
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Printed/Typed Title
Exhibit A2-A
2011 TOURISM AGREEMENT BETWEEN
COLLIER COUNTY AND NAPLES BOTANICAL GARDEN, INC.
THIS AGREEMENT, is made and entered into this 1st day of October, 2010, by and
between Naples Botanical Garden, Inc., a Florida not-for-profit corporation, hereinafter referred
to as "GRANTEE" and Collier County, a political subdivision of the State of Florida, hereinafter
referred to as "COUNTY".
WHEREAS, the COUNTY has adopted a Tourist Development Plan (hereinafter referred
to as "Plan") funded by proceeds from the Tourist Development Tax; and
WHEREAS, the Collier County Tourism Ordinance provides that certain of the revenues
generated by the Tourist Development Tax are to be allocated to acquire, construct, extend,
enlarge, remodel, repair, improve, maintain, operate or promote museums owned and operated
by not-for-profit organizations and open to the public; and
WHEREAS, GRANTEE has applied to the Tourist Development Council and the County
to use Tourist Development Tax funds for GRANTEE'S out of county marketing expenses; and
WHEREAS, The Tourist Development Council has recommended funding for
GRANTEE'S out of county market advertising. website enhancement and related marketing and
promotional expenditures; and
WHEREAS, the Board of County Commissioners has made a finding that GRANTEE
qualifies as a museum; and
WHEREAS, The Collier County Board of County Commissioners has approved the
funding request of the GRANTEE and the Chairman was authorized to execute the Tourism
Agreement.
NOW, THEREFORE, BASED UPON THE MUTUAL COVENANTS AND PREMISES
PROVIDED HEREIN, AND OTHER VALUABLE CONSIDERATION, IT IS MUTUALLY
AGREED AS FOLLOWS:
1. SCOPE OF WORK:
(a) In accordance with the authorized expenditures as set forth in the Budget, attached
hereto as Exhibit "F", the GRANTEE shall expend the funds for the promotion of GRANTEE'S
marketing (hereinafter "the Project"), to include, but not be limited to:
(i) f~d'/ertising and promotional expenses in media and literature distribution
outside of Collier County to increase the number of overnight ','isitors to Collier County.
2. PAYMENT:
(a) The amount to be paid under this Agreement shall be a total of Seventy-Five
Thousand Dollars ($75,000). GRANTEE shall be paid in accordance with the fiscal procedures
of the County for the expenditures incurred as described in Paragraph One (1) herein upon
submittal of a Request for Funds on the form attached hereto as Exhibit "D" and made a part
hereof, and shall submit vendor invoices-. copies of credit card receipts and statements and two-
sided copies of cancelled checks. on-line bill pav 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 copies of cancelled checks or other evidence of payment and
perfomlance 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 Executive Director of the CVB, or his designee, shall determine that the
invoice payments are authorized and that the goods or services covered by such invoice [ s] have
been provided or performed in accordance with such authorization. The budget attached as
Exhibit "F" shall constitute authorization for the expenditure[s] described in the invoice[s].
(c) All expenditures shall be made in conformity with this Agreement.
(d) The COUNTY shall not pay GRANTEE until the Clerk of the Board of County
Commissioners pre-audits all payment invoices in accordance with law.
(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".
(D Expenditures with publications. broadcast and brochure distribution with
circulation or reach outside Collier County over 50% of the total will be acceptable for
reimbursement at full value based on a statement from the publisher. broadcaster or distributor
attesting to that circulation percentage.
( g) Invoices for prepavment or for deposit on servIces will not be eligible for
reimbursement.
(h) Services or product must be delivered and paid for bv GRANTEE between the
effective dates of this agreement.
(iO_ -All requests for reimbursement must be received by September November
30,2011 to be eligible for payment.
3. ELIGIBLE EXPENDITURES:
(a) Only eligible expenditures described In Paragraph One (1) will be paid by
COUNTY.
(b) COUNTY agrees to pay eligible expenditures incurred between October 1, 2010
and 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 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:
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
(c) The Certificate of Insurance must be delivered to the Executive Director of the
CVB or his designee with copies of the Agreement executed by GRANTEE. The GRANTEE
shall not commence promotional or advertising activities which are to be funded pursuant to this
Agreement until the Certificate of Insurance has been received by the COUNTY and the
Agreement is fully executed.
5. REPORTING REQUIREMENTS:
(a) GRANTEE shall provide to County a preliminary status report on the form
attached hereto as Exhibit "A" within thirty (30) days of the effective date of the agreement.
(b) GRANTEE shall provide to County a calendar quarterly interim status report on
the form attached hereto as Exhibit "B"whether or not a Request for Funds is submitted.
(c) GRANTEE shall provide to County a final status report on the form attached
hereto as Exhibit "C" no later than October 15November 30,2011.
(d) Each report shall identify the amount spent, the duties performed, the services
provided. 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.
(g) GRANTEE shall request that visitors to the Naples Botanical Gardens complete
the visitor questionnaire attached to this Agreement as Exhibit "E". All completed visitor
questionnaires shall be maintained in accordance with Section 13 of this Agreement.
6. CHOICE OF VENDORS AND FAIR DEALING:
(a) GRANTEE may select vendors or subcontractors to provide services as described
in Paragraph One (1).
(b) COUNTY shall not be responsible for paying vendors and shall not be involved in
the selection of subcontractors or vendors.
(c) GRANTEE agrees to disclose any financial or other relationship between
GRANTEE and any subcontractors or vendors, including, but not limited to, similar or related
employees, agents, officers, directors and/or shareholders.
(d) COUNTY may, in its discretion, object to the reasonableness of expenditures and
require payment if invoices have been paid under this Agreement for unreasonable expenditures.
The reasonableness of the expenditures shall be based on industry standards.
7. INDEMNIFICATION:
GRANTEE shall indemnify and hold harmless Collier County, its agents, officers and
employees from any and all liabilities, damages, losses and costs, including, but not limited to,
reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence,
recklessness, or intentionally wrongful conduct of the GRANTEE or anyone employed or utilized
by the GRANTEE in the performance of this Agreement. This indemnification obligation shall
not be construed to negate, abridge or reduce any other rights or remedies which otherwise may be
available to an indemnified party or person described in this paragraph.
8. NOTICES:
All notices from the COUNTY to the GRANTEE shall be in writing and deemed duly
served if mailed by registered or certified mail to the GRANTEE at the following address:
Brian Holley, Executive Director
Naples Botanical Garden
4820 Bayshore Drive
Naples, Florida 34112
All notices from the GRANTEE to the COUNTY shall be in writing and deemed duly
served if mailed by registered or certified mail to the COUNTY to:
Jack Wert, Executive Director
Naples, Marco Island, Everglades CVB
2800 N. Horseshoe Drive
Naples, Florida 34104
The GRANTEE and the COUNTY may change the above mailing address at any time
upon giving the other party written notification pursuant to this Section.
9. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a
partnership between the COUNTY and the GRANTEE, or its vendors or subcontractors, or to
constitute the GRANTEE, or its vendors or subcontractors, as an agent or employee of the
COUNTY.
10. COOPERATION: GRANTEE shall fully cooperate with the COUNTY in all
matters pertaining to this Agreement and shall provide all information and documentation
requested by the COUNTY from time to time pertaining to the use of any funds provided
hereunder.
11. TERMINATION:
(a) The COUNTY or the GRANTEE may cancel this Agreement with or without cause
by giving thirty (30) days advance written notice of such termination specifying the effective date
of termination.
(b) If the COUNTY terminates this Agreement, the COUNTY will pay the
GRANTEE for all expenditures or contractual obligations incurred by GRANTEE, with
subcontractors and vendors, up to the effective date of the termination so long as such expenses are
eligible.
12. GENERAL ACCOUNTING: GRANTEE is required to maintain complete and
accurate accounting records. All revenue related to the Agreement must be recorded, and all
expenditures must be incurred within the term of this Agreement.
13. AVAILABILITY OF FUNDS: This agreement is subject to the availability of
Tourist Development Tax revenues. If for any reason tourist tax funds are not available to fund
all or part of this agreement, the COUNTY may upon written notice, at any time during the term
of this agreement, and at its sole discretion, reduce or eliminate funding under this agreement.
14. AVAILABILITY OF RECORDS: GRANTEE shall maintain records, books,
documents, papers and financial information pertaining to work performed under this Agreement
for a period of three (3) years. GRANTEE agrees that the COUNTY, or any of its duly authorized
representatives, shall, until the expiration of three (3) years after final payment under this
Agreement, have access to, and the right to examine and photocopy any pertinent books,
documents, papers, and records of GRANTEE involving any transactions related to this
Agreement.
15. PROHIBITION OF ASSIGNMENT: GRANTEE shall not assign, convey, or
transfer in whole or in part its interest in this Agreement without the prior written consent of the
COUNTY.
16. TERM: This Agreement shall become effective on October 1, 2010 and shall
remain effective for one year until September November 30,2011. If the project is not completed
within the term of this agreement, all unreleased funds shall be retained by the COUNTY. Any
~xtension of this agreement beyond the above date one (1) year term in order to complete the
Project must be at the express consent of the Collier County Board of County Commissioners.
17. The GRANTEE must request any extension of this term in writing at least sixty
(60) days prior to the expiration of this Agreement, and the COUNTY may agree by amendment to
this Agreement to extend the term for an additional 90 days.
18. EV ALUATION OF TOURISM IMPACT: GRANTEE shall monitor and evaluate
the tourism impact of the Project, explaining how the tourism impact was evaluated, providing a
written report to the Executive Director of the CVB or his designee, along with a final budget
ralysis by October 15November 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 and website address www.paradisecoast.com to
qualify for reimbursement.
20. AMENDMENTS: This Agreement may only be amended by mutual written
agreement of the parties, after review by the Collier County Tourist Development Council if
warranted.
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 W. COYLE, Chairman
Approved as to form and
legal sufficiency
Assistant County Attorney
WITNESSES:
GRANTEE:
(1)
NAPLES BOTANICAL GARDEN, INC.
Printed/Typed Name
(2)
BY:
Printed/Typed Name
Printed/Typed Name
Printed/Typed Title
EXHIBIT" A"
Collier County Tourist Development Council
Preliminary Status Report
EVENT NAME:
REPORT DATE:
ORGANIZATION:
CONTACT PERSON:
TITLE:
ADDRESS:
PHONE:
FAX:
On an attached sheet. answer the followinQ Questions and attach it to your aDDlication.
PRELIMINARY INFORMATION:
Is this a first time project? If not, please give details of past projects.
Do you anticipate using area hotels in support of your project?
If so, what are the estimated hotel room nights generated by project?
What is the estimated revenue generated by this project?
What is the estimated number of participants expected to visit the project?
If project planning is in progress, what has been done, what remains to be done, and are there
any problems?
If the project planning has not been started, why?
List any planned out-of-county advertising, marketing, and/or public relations that will be used in
support of the project.
EXHIBIT "B"
Collier County Tourist Development Council
Interim Status Report
EVENT NAME:
REPORT DATE:
ORGAN IZA TION:
CONTACT PERSON:
TITLE:
ADDRESS:
PHONE:
FAX:
On an attached sheet, answer the followinQ Questions to identifv the status of the IJroiect.
Submit this reIJort at least Quarterlv.
INTERIM - These questions will identify the current status of the project. After the TDC staff
reviews this Interim Status Report, if they feel you are behind schedule on the planning stages,
they will make recommendations to help get the project stay on schedule.
Has the planning of this project started?
At what point are you at with the planning stage for this project? (Percent of completion)
Will any hotels/motels be utilized to support this project?
If so, how many hotel room nights will be utilized?
What is the total dollar amount to date of matching contributions?
What is the status of the advertising and promotion for this project?
Have your submitted any advertisements or printed pieces to the TDC staff for approval? Please
supply a sample and indicate the ad schedule.
How has the public interest for this project been up to this point?
EXHIBIT lie"
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 auestions for each element in your SCODe of work.
Final- These questions should be answered for your final status report.
Was this a first time project? If not, how many times has this event taken place?
What hotels/motels were utilized to support the project and how many?
What is the total economic impact and revenue generated for this event?
Total expenses. (Have all vendors been paid?)
List the vendors that have been paid, if not, what invoices are still outstanding and why?
What is the number of participants that visited the project?
What is the percentage of the total participants from out of Collier County?
What problems occurred if any during the project event?
List any out-of-county- advertising, marketing, and/or public relations that was used to support
the project and attach samples.
How could the project been improved or expanded?
EXHIBIT "0"
REQUEST FOR FUNDS
COLLIER COUNTY TOURIST DEVELOPMENT COUNCil
EVENT NAME
ORGANIZATION
ADDRESS
CONTACT PERSON
TELEPHONE (
REQUEST PERIOD
FROM
TO
REQUEST #
( ) INTERIM REPORT
( ) FINAL REPORT
TOTAL CONTRACT AMOUNT $
EXPENSE
BUDGET
REIMBURSEMENT REQUESTED
TOTALS
NOTE: Reimbursement of funds must stay within the confines of the Project Expenses outlined in your
application. Copies of paid invoices, cancelled checks, tear sheets, printed samples or other backup information
to substantiate payment must accompany request for funds. The following will not be accepted for payments:
statements in place of invoices; checks or invoices not dated; tear sheets without date, company or
organizations name. A tear sheet is required for each ad for each day or month of publication. A proof of an ad
will not be accepted.
Each :additieA:a1 request for payment sw!aseqweAt te tlc1e firgt reqwest, Grantee is required to submit verification
in writing that all subcontractors and vendors have been paid for work and materials previously performed or
received prior to receipt of any further payments.
If project budget has specific categories with set dollar limits, the Grantee is required to include a spreadsheet
to show which category each invoice is being paid from and total of category before payment can be made to
Grantee. Organizations receiving funding should take into consideration that it will take a maximum of 45 days
for the County to process a check.
Furnishing false information may constitute a violation of applicable State and Federal laws.
CERTIFICATION OF FINANCIAL OFFICER: I certify that the above information is correct based on our official
accounting system and records, consistently applied and maintained and that the cost shown have been made
for the purpose of and in accordance with, the terms of the contract. The funds requested are for
reimbursement of actual cost made during this time period.
SIGNATURE
TITLE
EXHIBIT "E"
Naples @
Marco Island
~
Everglades
PA R AD I 5 E COAST'"
VISITOR QUESTIONNAIRE
Welcome to the Paradise Coast SM. Thank you for choosing this area for your visit. Please take
a few minutes to complete the following questions so that we can better serve the needs of
future visitors to Florida's Last Paradise SM. PLEASE REFER TO OUR PARADISE COAST BROCHURES FOR
THE LOCATION OF ALL AREA ATTRACTIONS.
NAME:
ADDRESS:
DATE OF ARRIVAL:
WHERE ARE YOU
STAYING?
NAME OF HOTEL AND CITY/AREA:
NAME OF CONDOMINIUM/TIMESHARE:
# OF ROOMS OCCUPIED x NUMBER OF NIGHTS STAVING IN COLLIER COUNTY =
HOW DID YOU SELECT THE HOTEL/CONDOMINIUM?
INTERNET ( ) YOUR CHOICE ( )
OTHER:
NUMBER OF MEALS YOU & YOUR GROUP WILL EAT OUT:
Number of people in your party = _
Number of days of your visit =
Number of meals eaten out each day =
PLANNED AREA ACTIVITIES: (Please circle all that apply)
ARTS & CULTURE WATER SPORTS NATURE
von Liebig Art Center Beaches Everglades Tour
Naples Museum of Art Naples Pier County Parks
Sugden Theatre Shelling National Park
Naples Philharmonic Fishing State Parks
Art Galleries Boating Corkscrew Swamp
Kayaking Conservancy of SW Fl
Lake Trafford
Other
HOTEL/RESORT
CITY
DATE OF DEPARTURE:
FRIENDS/FAMIL V
ST
ZIP
CONDOMINIUM
TRAVEL AGENT (
Other
FAMILY ATTRACTIONS
Naples Zoo
Naples Botanical Garden
Fun 'n Sun Water Park
Swamp Buggy Race
Mini Golf
King Richard's Fun Park
Other
Other
SHOPPING AND DINING
Fifth Avenue South
Third Street South
Waterside Shops
Venetian Bay
Bayfront
Tin City
Prime Outlets
SIGHTSEEING
Lunch/Dinner Cruise/
Sunset Cruise
City Trolley Tour
Everglades Tour
Segway Tour
Dolphin Cruise
Other
RELAXATION &
ENTERTAINMENT
Golf
Spa
Shelling
Seminole Casino
Lounges & Clubs
Music
Other
Other
EXHIBIT "F"
Naples Botanical Garden
Project Budget
Fundina - Not to Exceed
Out of County Advertising and Marketing Expenses to include:
Online Marketing and Regional Advertising
Total:
$75,000