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Agenda 01/12/2016 Item #11C 1/12/2016 11.0. EXECUTIVE SUMMARY Recommendation to approve a contract between Paradise Reef, LLC and Collier County for the production and distribution of a 56 minute documentary film, a three minute film, and two 30-second film spots; approve the necessary budget amendment in an amount not to exceed $527,614; and make a finding that this item promotes tourism. OBJECTIVE: To approve production and distribution of a 56-minute documentary film, a three- minute short film, and two 30-second film spots about Collier County's new artificial reef system, pristine aquatic and coastal experiences and tourist amenities. CONSIDERATIONS: On December 9, 2015, the BCC approved the waiver of the County's Procurement Ordinance 2013-69 (as amended) to fully fund the production of a documentary film on the development of the new Artificial Reef Project. The construction of these 36 artificial reefs in the Gulf of Mexico was part of a coordinated project among the cities of Naples, Marco Island, and Collier County by agreeing to apply for BP Promotional funding together. WGCU, the local Public Broadcasting Service (PBS) affiliate per the attached letter, will offer the documentary as the PBS presenting station to American Public Television. WGCU will also provide production and airing of promos for radio and television, promotion via social media, and content distribution to a companion website; as well as an offer for national distribution. The original contract was prepared by the County Attorney. Staff added suggested edits to conform to payment policies in place for tourism service contracts. The contract was then reviewed by Paradise Reef LLC and the Clerk of Courts Office. Edits were offered back to the County Attorney. The attached contract is the result of that editing process. Staff has a continuing concern that the contract limits Collier County's ability to have input into the content of the final 56-minute documentary before distribution and the ability to require peer review of the content of the documentary prior to distribution. Finally, with respect to the documentary, staff feels obligated to point out that there is no guarantee that the documentary will ever being aired outside the southwest Florida regional media market. The more limited the distribution, the less the potential visitor impact will be to Collier County. FISCAL IMPACT: The fiscal impact of this request is $527,614.00. Within TDC Promotion Fund (184), $509,300 is available from reserves with the balance, $18,314, sourced from the existing promotion operating budget. A budget amendment is required. ADVISORY BOARD RECOMMENDATION: The Tourist Development Council recommended approval of this item 8-1 at its November 23, 2015 meeting. LEGAL CONSIDERATIONS: This item has been reviewed by the County Attorney, is approved as to form and legality, and requires majority vote for approval. -JAK RECOMMENDATION: Recommendation to approve a contract between Paradise Reef, LLC and Collier County for the production and distribution of a 56 minute documentary film, a three Packet Page -277- 1/12/2016 11.C. minute film, and two 30-second film spots; approve the necessary budget amendment in an amount not to exceed $527,614.00; and make a finding that this item promotes tourism. PREPARED BY: Jack Wert, Tourism Director ATTACHMENTS: • # 1 Contract with Paradise Reef LLC • # 2 Documentary proposed budget • # 3 WGCU revised support letter Packet Page-278- 1/12/2016 11 .C. COLLIER COUNTY Board of County Commissioners Item Number: 11.11.C. Item Summary: Recommendation to approve a contract between Paradise Reef, LLC and Collier County for the production and distribution of a 56 minute documentary film, a three minute film, and two 30-second film spots; approve the necessary budget amendment in an amount not to exceed $527,614; and make a finding that this item promotes tourism. (Jack Wert,Tourism Division Director) Meeting Date: 1/12/2016 Prepared By Name: BrockMaryJo Title: Executive Secretary to County Manager, County Managers Office 1/5/2016 3:46:36 PM Submitted by Title: Executive Secretary to County Manager, County Managers Office Name: BrockMaryJo 1/5/2016 3:46:37 PM Approved By Name: IsacksonMark Title: Division Director-Corp Fin&Mgmt Svc, Office of Management&Budget Date: 1/5/2016 3:57:22 PM Name: WertJack Title: Division Director-Tourism,Tourism Division Date: 1/6/2016 4:59:40 PM Name: KlatzkowJeff Title: County Attorney, Date: 1/6/2016 4:59:46 PM Name: OchsLeo Title: County Manager, County Managers Office Packet Page -279- 1/12/2016 11.C. Date: 1/6/2016 5:30:23 PM Packet Page-280- ! 1 . - i 1/12/2016 11 .C. . ! i PARADISE R - TES WORLD IS WATCH= 4 ; i I. lEARADISH REEF LTC, i i DATE: WV 16, 2015 -: NPLES,FL PRODUCER:LANCE JtLIAN, HARRY JI(LIAN, JOHN SCCKHAR hameoureinme•bv 1 DIRthIOR: MEN SCOULARf ; („bad@Dureimage.tv Lila PRODUCER/UEM!: MADELINE SCOULARi 18.231.6233 ■ PREP: GI DOCUMENTARY SHOOT: 6 WEEKS FORMAT: CANON C-306, RED MULTI CAMERA SCOOT POST: 16 WEEKS: ! t Rtequa 6/L3/2013...) .- -.2.-,...:--.,---,.. :.-5,-: :444--...7.'.4. ...--.-.,..--'..-- 74'... ---...7r---,1:.•?,...--, ...-..:--474.---.......74Az...,= tz-, 17 . -.-.. .,..,;=_-_,,--y '4.--r-4.-.47:. 4 ."...7:; ACC* li0 ■ Category Description i Page Total ACQUSITION FEE . 1 o f ,...... ...._. . ............ . -, . .,.. . . : 32oo t EXEC PRODUCER 1 30,000 i1300 DIRECTOR 6 MAT 2 30,000• :1400 ;CELEBR/TY VO i_ 3 0'•; !-,-.--.-...,:..--....,r..--.......-,;._:-.-..:.--4......-=--_,4,-;.-,.;.-.:4:.7.-.^...1•7;-:=72■7.--77.47,--7.,..r...-.-77,44,":"...:,:t.."7.7.7-,1777:7,-:_.. ,..41::_...-7--..:_:.-,..7..z_-.,,,,..-_-=.77,_7-,..,-74,-_,.,r...7,-. .=--7,..•=r-.7,..,,..7.7,..44.L..-Z77, ■ ...TOTAL ABOVE-THE-LX NN i 60,000 ....,n,....-4=.-.-.-.. ---7.. ,;=.-.:.,,,.-•-%:,..c.,...7_•:;,==!::1'.7.•-:;`...::.t..--.Z..'..::-.7".."' •:7:'•=4:---'..:..."17.;:f.:-:-.-1.7--7.=, 17"^-: 12000 ;PRODUCTION STAFF i 5 64,980,. 2200 ,,SET DESIGN 7 0; i 2400 -,f SET CONSTRUCTION 8 0 I 2400 iSp OPERATIONS 9.— - 2500 '.SPECIAL EFFECTS 11 0 i . - . .2600 .SET DRESSING - 3.1 o i 2700 'PROPERTY : 13 ; — ----_, 2800 ',WARDROBE ; 13 3,400! . .2900 i-MAKEUP & HAIR i 14 01- .3000 4fLECTRICAL ` 15 18,332: . 00 31 . ;CAL4ERA . 17 74,5531 . , I .3200 !PRODUCTION SOUND 19 14,100; 3300 TRANSPORTATION 20 55,500; 3400 ;LOCATION EXPENSES 23 7,600 1- !3500 4.1Im AND LAB 25 4,232 - .. - - - . 3600 'UNDERWATER UNIT 26 • 30,000 .... . 3700 TRAVEL AND LIVING 26 1,902., .. ---. ....;:-. --•:.. ---v,. __ ,...,,,,.,.--,.,_ :.-,-----,.:--7,;.--;-,-----7-.-----:=,7.77.;.'4"3-77-M1=.7-.-77.-7---.-......7",-..-`t.-.7.".•--7:-._71-77.^...4:::4;.-=!....:7.4=7.:.':-:7.-=,...- ...=,5%.4==:".,:- TOTAL PRODUCTION PERIOD - _7,7.4:1.4-7:-.-4,:,.•:4"--.-7.,7,7,"7 291,549 i 5000 I ETCH EDITILC 28 76,615 , _. 5100 ',MUSIC 28 i 22,950; 5200 1POST PROD. SOUND 29 ; 15,00o -5300 :POST PROD/MEDIA & LAB 29 5,000 !,5400 'OPTIcAL EFFECTS 29•• - - _ / 5500 ',TITLES ; 29 i 01 POST PRODUCTION - UCTION .-.7....-.4...::::=4,..:„ .-.-=4.......,,,....,-7... .z-._"......,..,...- --.....-..:-:-.-=,-...:-...-.-..,-.:=-......r=^.-^,4,----r.,-,::=7.,.:777". 4--..-7177.--..- 119,565: , . - 6500 PUBLICITY 30 i 40,000 ,6700 -- ''INSURANCE , 30 .).-- 9 000 I - • , ;6800 GENERAL EXPENSE 30 7,500 TOTAL GENERAL CHARGES • . 56,500! ,COMPLETION BOND ; 0 I 1 cobriniGENcr ! o; , ;Tata/Above-The-Line 60,000 - 1Total Belcw-ate-Line 467 r 614 - fttal Above and Belowlhe-Line 527,614 , +Gtarscl Tota.1 • .• 527,614 aepsed by flacbli.m So:II:Aar 11/16/2015 Packet Page-281- 1/12/2016 11.C. W /4167CU PUBLIC MEDIA December 4, 2015 Dear Capt.Harry Julian: After further consideration of how WGCU can best support airing/distribution of THE WORLD IS WATCHING:Artificial Reef of Collier County(w.t.),I am writing to express our interest in promoting,airing and offering Paradise ReefLLCs documentary for statewide distribution, subject to our review. Based on our strong working relationships with the Florida stations,we are willing to serve as direct distributor for a coordinated statewide premiere.The documentary can include a 30-sec spot at the beginning of the documentary that acknowledges Collier County TDC as the fonder as well as a written acknowledgement in the rolling credits at the close of the documentary. The 30- second spot can feature visuals and information describing the purpose of the TDC, but cannot include a call to action. For the$20,000 fee as distributing station(please see attached budget), WGCU would work with the production team at Paradise Reef LLCto ensure that this"public media cut" of the documentary would meet the rigorous PBS editorial standards of integrity to maximize its clearance.By taking this route of statewide distribution,rather than nationwide through American Public Television,Paradise ReefLLCwould not be Iimited by the 2-year restriction of distribution of the documentary to other markets,including commercial and international, and could instead immediately market the documentary for actual distribution within six months from the Florida premiere. We look forward to your success in producing THE WORLD IS WATCHING:Artificial Reef of Collier County(w.t.). Sincerely, Barbara Linstrom Executive Producer/Digital Media Director (239)590-2316/blinstro@wgcu.org QPBS ' n p r 10501 FGCU Blvd.South•Fort Myers,FL 33965-6565.239.590.2300.888.824.0030 toll free•wgcu.org A Member-Supported Service of Florida Gulf Coast University Packet Page -282- 1/12/2016 11.C. T' 40 THE 0#10"01 CHIN G Artrfi Rip of of { rt i,a r N Ai. ¢ 3 -3 r s � +f� j'r :t t {,= 3'ct Collier County f, '' tir WGCU h Captioning $200 Offer to Florida Stations/Dubs/Correspondence $1,000 Promo Production Radio $1,000 Promo Production TV $1,000 TV Promo Airing—Media Time VaiJe $5,000 Radio Promo Airing— Media Time Value $4,000 Social Media $1,000 Promotion of Community Screening $800 Press Kits $3,000 Local Media Trade Advertising $3,000 Total $20,000 Packet Page-283- 1/12/2016 11.C. 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. Packet Page-284- 1/12/2016 11 .C. 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 Packet Page-285- 1/12/2016 11 .C. 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 Packet Page-286- 1/12/2016 11 .C. 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 Packet Page-287- 1/12/2016 11 .C. 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 Packet Page-288- 1/12/2016 11.C. 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. ATTEST: BOARD OF COUNTY COMMISSIONERS DWIGHT E.BROCK,Clerk COLLIER COUNTY,FLORIDA By: By: Deputy Clerk , Chairman PARADISE REEF,LLC By: Harry J dianager Approved as to form and legality: • Jeffrey A.Klatzkow,County Attorney Packet Page-289-