#10-5551 Amend #2 (United Arts Council)EXHIBIT A-2 Contract Amendment #2
"2011 Tourism Agreement Between Collier County and United Arts Council of
Collier County, Inc."
This amendment, dated S-JL~~ \ ~ , 2011 to the referenced agreement shall be by and
between the parties to the original Agreement, United Arts Council of Collier County, Inc. (to be referred
to as "Vendor") and Collier County, Florida, (to be referred to as "County").
Statement of Understanding
RE: Contract # 10-5551 - "2011 Tourism Agreement Between Collier County and United Arts Council
of Collier County, Inc."
In order to continue the services provided for in the original Contract document referenced above, the
Vendor 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 through
November 30, 2011.
All other terms and conditions of the agreement shall remain in force.
IN WITNESS WHEREOF, the Vendor and the County have each, respectively, by an authorized person
or agent, hereunder set their hands and seals on the date(s) indicated below.
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Accepted: .....~Q.r:v i 3 ,2011
BOARD OF COUNTY COMMISSIONERS
::'LLIER~~~I~
FRED W. COYLE, Chairman
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WITNESSES:
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PrintedITyped Name
(2) ~h...~"b~
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P~yped Name
VENDOR:
United Arts Council of Collier County, Inc.
BY:
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PrintedITyped Name
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PrintedlTyped Title
Exhibit A2-A
2011 TOURISM AGREEMENT BETWEEN
COLLIER COUNTY AND UNITED ARTS COUNCIL OF COLLIER COUNTY, INe.
THIS AGREEMENT is made and entered into this 1st day of October, 2010, by and
between United Arts Council of Collier County, Inc., a Florida not-for-profit corporation,
hereinafter referred to as "VENDOR" 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, VENDOR has proposed to the Tourist Development Council and the
County to use Tourist Development Tax funds for community information services including the
production and printing of a monthly calendar of events for arts and cultural activities; and
WHEREAS, the Tourist Development Council has recommended funding for the
production of a monthly arts and culture calendar; and
WHEREAS, The Collier County Board of County Commissioners has approved the
funding proposal of the VENDOR and the Chairman was authorized to execute the Tourism
Agreement.
NOW, THEREFORE, BASED UPON THE MUTUAL COVENANTS AND PREMISES
PROVIDED HEREIN, AND OTHER V ALUABLE 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 VENDOR shall produce a monthly arts and culture calendar
(hereinafter "the Project").
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2, PAYMENT:
(a) The amount to be paid under this Agreement shall be a total of Twenty-Four
Thousand Dollars ($24,000). VENDOR 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
an invoice, 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. ori€!inal 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 cancellcd checks or proof 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 VENDOR 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 line item 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 VENDOR until the Clerk of the Board of County
Commissioners pre-audits all payment invoices in accordance with law,
(e) VENDOR shall be paid for its actual costs, not to exceed the maximum amount
budgeted pursuant to the attached "Exhibit A",
(f) 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 prepayment or for deposit on servIces will not be eligible for
reimbursement.
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(h) Services or product must be delivered and paid for by VENDOR between the effective
dates of this agreement.
(if)_ -All requests for reimbursement must be received pnor to 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) VENDOR 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 INmR Y 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 the executed Agreement. The VENDOR shall not commence work to
be funded pursuant to this Agreement until the Certificate of Insurance has been received by the
COUNTY and the Agreement is fully executed,
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5, CHOICE OF VENDORS AND FAIR DEALING:
(a) VENDOR 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) VENDOR agrees to disclose any fmancial or other relationship between
GR;\}ITEEVENDOR 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.
6. INDEMNIFICATION:
VENDOR 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 VENDOR or anyone employed or utilized
by the VENDOR 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.
7. NOTICES:
All notices from the COUNTY to the VENDOR shall be in writing and deemed duly
served if mailed by registered or certified mail to the VENDOR at the following address:
Elaine Hamilton, Executive Director
United Arts Council of Collier County, Inc.
2335 Tamiami Trail North, #504
Naples, FL 34103-4459
All notices from the VENDOR 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
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The VENDOR and the COUNTY may change the above mailing address at any time
upon giving the other party written notification pursuant to this Section.
8. NO PARTNERSHIP: Nothing herein contained shall be construed as creating a
partnership between the COUNTY and the VENDOR, or its vendors or subcontractors, or to
constitute the VENDOR, or its vendors or subcontractors, as an agent or employee of the
COUNTY.
9, COOPERATION: VENDOR 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,
10, TERMINATION:
(a) The COUNTY or the VENDOR 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 VENDOR
for all expenditures or contractual obligations incurred by VENDOR, with subcontractors and
vendors, up to the effective date of the termination so long as such expenses are eligible.
11, GENERAL ACCOUNTING: VENDOR 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.
12, 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.
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13. AVAILABILITY OF RECORDS: VENDOR shall maintain records, books,
documents, papers and fmancial information pertaining to work performed under this Agreement
for a period of three (3) years. VENDOR 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 VENDOR involving any transactions related to this Agreement.
14. PROHIBITION OF ASSIGNMENT: VENDOR shall not assign, convey, or
transfer in whole or in part its interest in this Agreement without the prior written consent of the
COUNTY.
15. 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
Fxtension of this agreement beyond the one (1) year termabove date in order to complete the
Project must be at the express consent of the Collier County Board of County Commissioners.
16. The VENDOR 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.
17, REQUIRED NOTATION: All promotional literature and all print. broadcast and
n-line media advertisin 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 T~'('" and/or display the CVB logo with website address www.paradisecoast,com to
qualify for reimbursement.
18, 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 VENDOR 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:
VENDOR:
(1)
UNITED ARTS COUNCIL OF COLLIER
COUNTY, INC
Printed/Typed Name
(2)
BY:
Printed/Typed Name
Printed/Typed Name
Printed/Typed Title
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EXHIBIT "A"
United Arts Council of Collier County, Inc.
Project Budget
Printing of calendars
Data compilation, graphics, typesetting & layout
Distribution (postage, mail services, delivery fees)
Total:
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FundinQ - Not to Exceed
$24,000