Backup Documents 01/12/2016 Item #11C ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forwarded to the County Attorney Office
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
**NEW** 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 . County Attorney Office JAK 1/14/16
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4. BCC Office . Board of County `bF
Commissioners ',"/ AkiAt�(o
5. Minutes and Records Clerk of Court's Office
nc :942P"
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 Jack Wert,To sm Director 252-2402
Contact/ Department
Agenda Date Item was 1/12/16 Agenda Item Number I 1-C
Approved by the BCC
Type of Document Agreement with Paradise Reef,LLC . Number of Original One
Attached Documents Attached
PO number or account n/a
number if document is
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature JAK
2. Does the document need to be sent to another agency for additional signatures? If yes, JAK
provide the Contact Information(Name;Agency;Address; Phone)on an attached sheet.
3. Original document has been signed/initialed for legal sufficiency. (All documents to be JAK
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's JAK
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 JAK
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 JAK
signature and initials are required.
7. In most cases(some contracts are an exception),the original document and this routing slip JAK
should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8. The document was approved by the BCC on 1/12/16 and all changes made during the JAK
meeting have been incorporated in the attached document. The County Attorney's
Office has reviewed the changes,if applicable.
9. Initials of attorney verifying that the attached document is the version approved b he
BCC,all changes directed by the BCC have been made,and the document is read, for thet:V‘rtom`.
Chairman's signature. l l
vs cl sx� co 7\
I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revised 2.24.05;Revised 11/30/12
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MEMORANDUM
Date: January 15, 2016
To: Jack Wert, Director of Tourism
Collier County Tourism Department
From: Teresa Cannon, Deputy Clerk
Minutes & Records Department
Re: Agreement with Paradise Reef, LLC
Attached is a copy of the agreement referenced above (Item #11C) approved
by the Board of County Commissioners on January 12, 2016.
The Minutes & Records Department will hold the original
agreement in the Board's Official Record.
If you have any questions please feel free to contact me at 252-8411.
Thank you.
Attachment
11C
AGREEMENT BETWEEN
COLLIER COUNTY AND PARADISE REEF, LLC
THIS AGREEMENT is made and entered into this 12th day of January, 2016, by and
between Collier County, a political subdivision of the State of Florida, ("County") and Paradise
Reef, LLC, a Florida limited liability company(hereinafter referred to as "Paradise Reef').
RECITALS:
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, Paradise Reef has applied to the Collier County Tourist Development
Council ("TDC") for Category B funding to be used for, among other things,the production and
distribution of a documentary about Collier County's artificial reefs, together with a short film
and two film ads; and
WHEREAS, with the recommendation of the TDC, the Collier County Board of County
Commissioners has reviewed and approved the proposal of Paradise Reef, and specifically finds
that the project promotes tourism.
WITNESSETH:
NOW, THEREFORE, in consideration of the promises and covenants contained herein,
and other good and valuable consideration exchanged amongst the parties, the parties agree as
follows:
1. All of the above RECITALS are true and correct and are hereby expressly
incorporated herein by reference as if set forth fully below.
2. Paradise Reef agrees to:
A. Produce,market, and secure distribution for the fifty-six (56) minute documentary
about Collier County's artificial reefs ("Documentary").
B. Produce a three (3) minute promotional film about Collier County's artificial reef
project ("Promotional Film"), subject to Collier County's right to review and approve the
promotional film in accordance with paragraph 3.B.1 below.
C. Produce two (2) thirty (30) second films (collectively referred to herein as the
"Thirty Second Films"), using film footage already captured to date or in the future for the
Documentary, to be used for the County's marketing purposes, subject to the County's right to
review and approve the films in accordance with paragraph 3.B.3 below.
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D. For the next five (5) years from the date of this Agreement, provide the County,
on request, with additional promotional films, to be billed at two hundred and twenty dollars
($220) per hour for post-production, from the film footage shot in the making of the
Documentary. It is expected that a fifteen(15) second spot will typically require forty(40)hours
post production,with a thirty(30) second spot requiring approximately fifty-six(56)hours, and a
ninety (90) second spot requiring approximately eighty (80) hours. The County shall have
unlimited rights to reproduce these promotional films following full payment.
E. Paradise Reef hereby grants an unlimited, non-exclusive license to the County to
use the Thirty Second Films and the Promotional Film in perpetuity, and at no additional cost,
for use in the County's destination marketing efforts to commence once these films are
completed.
F. Paradise Reef hereby grants a limited, non-exclusive license to the County to use
the finished Documentary, beginning six months and one day after the Florida premiere of the
Documentary by WGCU Public Media ("WGCU"), in perpetuity, and at no additional cost, for
use in the County's destination marketing efforts. Any and all use of the Documentary by the
County, its employees, subcontractors, agents, successors or assigns must be pre-approved by
Paradise Reef in writing, which approval shall not be unreasonably withheld. The County, its
employees, subcontractors, agents, successors or assigns shall not be permitted to alter or edit the
Documentary without the prior written consent of Paradise Reef. Approval is hereby granted in
perpetuity for the County to exhibit the Documentary to the public in its museums, at its
libraries,and to broadcast the Documentary on County government television("Collier TV").
G. Provide a written acknowledgement of funding by the County in the Documentary
to the extent it meets WGCU guidelines as the presenting station. Any acknowledgments of
funding or support must meet all requirements and guidelines of the Public Broadcasting Service
and WGCU.
3. PAYMENT TERMS:Payments shall be as follows:
A. The amount to be paid under this Agreement for the rights and benefits granted
herein for the Documentary, the Thirty Second Films, and the Promotional Film shall be Five
Hundred Twenty Seven Thousand Six Hundred Fourteen Dollars ($527,614.00) ("Full Contract
Payment"). Included in this amount is payment by Paradise Reef for all direct distributor fees,
including any fees to WGCU Public Media,or any other distribution channel.
B. The payment schedule shall be as follows:
1. Twenty-five percent (25%) of the Full Contract Payment within thirty (30) days from
execution of this Agreement, with proof of footage and County review and approval of the
Promotional Film. Any proposed changes to the Promotional Film must be made in writing and
delivered to Paradise Reef within fifteen (15) days of delivery to the County of the Promotional
Film ("Change Request"). If a Change Request is not received by Paradise Reef within the
indicated time frame, the Promotional Film shall be deemed accepted and approved by the
County. Within thirty (30) days after receipt of a proposed Change Request, Paradise Reef will
provide the County the revised Promotional Film. Within fifteen (15) days after receipt of the
revised Promotional Film from Paradise Reef, the County will deliver to Paradise Reef written
11C
acceptance and approval of the revised Promotional Film or a second proposed Change Request.
If a Second Change Request is not received by Paradise Reef within the indicated time frame,the
revised Promotional Film shall be deemed accepted and approved by the County. Within thirty
(30) days of receipt of a Second Change Request, Paradise Reef shall deliver to the County the
final revised Promotional Film.
2. Twenty-five percent (25%) of the Full Contract Payment within thirty (30) days of
completion of principal underwater photography, with proof of footage. Approximate date for
completion: January 15,2016,subject to weather.
3. Twenty-five percent(25%) of the Full Contract Payment within thirty (30)days of the
County's review and approval of the two Thirty Second Films. Approximate date for
completion: February 15, 2016, subject to weather. Any proposed changes to the Thirty Second
Films must be made in writing and delivered to Paradise Reef within fifteen(15) days of delivery
to the County of the Thirty Second Films ("Change Request"). If a Change Request is not
received by Paradise Reef within the indicated time frame, the Thirty Second Films shall be
deemed accepted and approved by the County. Within thirty (30) days after receipt of a
proposed Change Request, Paradise Reef will provide the County the revised Thirty Second
Films. Within fifteen (15) days after receipt of the revised Thirty Second Films from Paradise
Reef, the County will deliver to Paradise Reef written acceptance and approval of the revised
Thirty Second Films or a second proposed Change Request. If a Second Change Request is not
received by Paradise Reef within the indicated time frame,the revised Thirty Second Films shall
be deemed accepted and approved by the County. Within thirty (30) days of receipt of a Second
Change Request,Paradise Reef shall deliver to the County the final revised Thirty Second Films.
4. Twenty-five percent (25%) of the Full Contract Payment within thirty (30) days of
providing the Documentary to WGCU. Approximate date for completion: May 1, 2016, subject
to weather.
C. The County 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.
LEGAL MATTERS
4. OWNERSHIP: Paradise Reef is the owner of all right, title and interest in the
Documentary, the Promotional Film, and the Thirty Second Films, including, but not limited to,
all copyright worldwide and nothing in this Agreement shall abrogate, alter or reduce such rights.
Paradise Reef shall have the right to use the Documentary,the Promotional Film, and the Thirty
Second Films in any manner, in any medium,now known or hereinafter created, and in any way
desired by Paradise Reef without restriction. The County shall have no ownership rights in the
Documentary, the Promotional Film, and the Thirty Second Films and shall have no right to any
compensation for the use of same.
5. INDEMNIFICATION: Paradise Reef 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 Paradise Reef with respect
11C
to anyone employed or utilized by Paradise Reef 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.
6. NOTICES: All notices from the County to Paradise Reef shall be in writing and
deemed duly served if mailed by registered or certified mail to Paradise Reef at the following
address:
Harry Julian
1100 Fifth Avenue South
Naples, Florida 34102
All notices from Paradise Reef to the County shall be in writing and deemed duly
served if mailed by registered or certified mail to the County to:
Jack Wert,Tourism Director
Collier County Tourism Department
2660 N. Horseshoe Drive Suite 105
Naples,Florida 34104
Paradise Reef and the County may change the above mailing address at any time upon
giving the other party written notification pursuant to this Section.
7. NO PARTNERSHIP: Paradise Reef is an independent contractor. Nothing herein
contained shall be construed as creating a partnership between the County and Paradise Reef, its
vendors or subcontractors, or to constitute Paradise Reef, or its vendors or subcontractors, as an
agent or employee of the County.
8. COOPERATION: Each party shall fully cooperate with the other in all matters
pertaining to this Agreement and shall provide all information and documentation as requested
from time to time.
9. TERMINATION: Either party 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. Except as provided in paragraph 14 below, if the County terminates this
Agreement, County will pay Paradise Reef for all expenditures or contractual obligations
incurred. by Paradise Reef, with subcontractors and vendors, up to the effective date of the
termination so long as such expenses are eligible.
10. GENERAL ACCOUNTING: With respect to all matters covered in this Agreement,
Paradise Reef shall maintain complete and accurate accounting records.
11. 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
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this Agreement, and at its sole discretion, reduce or eliminate funding under this Agreement.
Provided, however, if the County terminates this Agreement as a result of insufficient Tourist
Development Tax revenues, payment to Paradise Reef shall be made as set forth in paragraph 10
above.
12. AVAILABILITY OF RECORDS: Paradise Reef shall maintain records, books,
documents,papers and financial information pertaining to work performed under this Agreement
for a period of three (3) years, in compliance with Chapter 119, the Florida Public Records Law.
Paradise Reef 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 Paradise
Reef involving any transactions related to this Agreement, except for any materials subject to
attoreney-client priviledge..
13. PROHIBITION OF ASSIGNMENT: This Agreement is personal to Paradise Reef.
Paradise Reef shall not assign, convey, or transfer in whole or in part its interest in this
Agreement without the prior written consent of the County, which consent may be withheld in
the County's sole discretion.
14. TERM: This Agreement shall become effective on approval by the Board of
Commissioners, and except as set forth in paragraph 10 above, shall terminate on completion of
all obligations set forth herein. Time is not of the essence in this Agreement, however, if the
Documentary is not provided to PBS by May 1, 2017, County may terminate this Agreement on
written notice and Paradise Reef shall within 30 days of such written notice refund County all
moneys previously paid with respect to the Documentary.
15. 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.
16. VENUE AND GOVERNING LAW: This Agreement shall be governed by and
construed under the laws of the State of Florida. The parties shall attempt in good faith to
resolve any dispute concerning this Agreement through negotiation between authorized
representatives. If these efforts are not successful, and there remains a dispute under this
Agreement, the parties shall first engage in voluntary mediation, with each side sharing all costs.
Following the conclusion of this procedure, either party may then file an action in the Circuit
Court of Collier County, which shall be the exclusive venue with respect to any disputes arising
out of this Agreement. In the event of litigation,each side shall bear its own attorneys fees.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE TO FOLLOW
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IN WITNESS WHEREOF, Paradise Reef and the 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`I'IrST: BOARD OF COUNTY COMMISSIONERS
DWI HT E.BR K,ClerkCOLLIER OUNTY,FL RIDA
By. By:
MOO"Clerk DON FIALA , Chairman
PARADISE REEF,LLC
By: Harry Julian, :ui• ;er
1 �
Ap•I r • • and legality:
Jeffrey • aitZkow,County Attorney
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