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Agenda 09/13/2011 Item #16F79/13/2011 Item 161.7. EXECUTIVE SUMMARY Recommendation to approve and authorize the Chairman to sign Amendments to FY 11 Tourist Development Tax Category B and C -2 Grant Agreements to clarify reimbursement requirements. OBJECTIVE: Approve amendments to all FY 11 tourist tax grant agreements. CONSIDERATIONS: The Clerk of Courts Internal Audit Division has suggested various revisions to the contract language for all FY 11 and future Grant Agreements to clarify the reimbursement requirements and streamline the payment procedure. The proposed changes are tracked on the attached FY 11 Category. B and C -2 amendment exhibits. Below is a synopsis of the suggested revisions: EVIDENCE OF PAYMENTIPERFORMANCE: • Copies of cancelled checks or another legally acceptable evidence of payment is required to document expenditures. • On -line bill pay or credit card transactions require proof of actual payment by the bank. • Original ad tear sheets with proof of date and name of publication or screen- shots of on -line ads with date documentation are required. • Broadcast station affidavits required as proof of performance. • SW Florida regional broadcast, print publications or brochure distribution require publishers statement as to the percentage of circulation within Collier County. If outside Collier circulation or viewership is over 50 %, all of the expense is eligible for reimbursement. • Prepayments or deposits on services will not be eligible for reimbursement. • Eligible expenditures must be delivered and paid for within the effective dates of the agreement. • Should the above identified documents be unavailable, the GRANTEE may submit other legally viable evidence of payment subject to review and approval by the Clerk's Office. REPORTING REQUIREMENTS: • Clarification of calendar quarter Interim Status Reports; documentation of economic impact required as defined in Exhibit C, "Final Status Report." REQUIRED NOTATION: • CVB logo and web address and /or funding language of "A cooperative effort funded by the Collier County Tourist Development Tax" is required on any form of advertising. Packet Page -2867- 9/13/2011 Item 16.F.7. tl"� TERM: • Agreement extension to 11/30/11 in order for the Grantees to comply with amendment revisions. • Expenditures incurred after 9/30/11 will not be eligible for reimbursement. FISCAL IMPACT: There is no fiscal impact to this action. GROWTH MANAGEMENT IMPACT: There is no impact on the Growth Management Plan from this action. LEGAL CONSIDERATION: This item has been reviewed by the County Attorney's Office, requires majority vote, and is legally sufficient for Board action. - CMG ADVISORY BOARD RECOMMENDATION: The Tourist Development Council (TDC) recommended approval by a vote of 8 -0 at their September 6, 2011 meeting. RECOMMENDATION: That the Board of County Commissioners approve and authorize the Chairman to sign Amendments to the FY 11 Tourist Development Tax Category B and C -2 Grant Agreements to clarify reimbursement requirements. SUBMITTED BY: Jack Wert, Tourism Director Packet Page -2868- n COLLIER COUNTY Board of County Commissioners 9/13/2011 Item 16. F.7. Item Number: 16.F.7. Item Summary: Recommendation to approve and authorize the Chairman to sign Amendments to FY 11 Tourist Development Tax Category B and C -2 grant agreements to clarify reimbursement requirements. Meeting Date: 9/33/2011 Prepared By Name: GreenKelly Title: Tourist Development Tax Coordinator,Tourism 8/30/2011 12:49:09 PM Submitted by Title: Director Tourism,Tourism Name: Werdack 8430/2011 12:49:10 PM Approved By Name: WoodLyn Title: Contracts Specialist,Purchasing & General Services Date: 8/30/20112:09:20 PM Name: WertJack Title: Director - Tourism,Tourism Date: 8/30/20112:15:09 PM Name: CarnellSteve Title: Director - Purchasing/General Services,Purchasing Date: 8/31/20112:05.-00 PM Name: GreeneColleen Title: Assistant County Attorney,County Attorney Date: 8/31/20114:15:57 PM Packet Page -2869- Name: KlatzkowJeff Title: County Attorney, Date: 9/1/20112:13:28 PM Name: FinnEd Date: 9/2/20113:39:19 PM Name: OchsLeo Title: County Manager Date: 9/3/2011 1 <1:16 :05 AM Packet Page -2870- 9/13/2011 Item 161.7. 9/13/2011 Item 16.F.7. EXHIBIT A -1 Contract Amendment #1 112011 Tourism Agreement Between Collier County and Corrigan Sports Enterprises, Inc." This amendment, dated , 2011 to the referenced agreement shall be by and between the parties to the original Agreement, Corrigan Sports Enterprises, 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 Corrigan Sports Enterprises, 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 "A1 -A" attached to this Amendment and incorporated herein by reference. This Amendment shall extend the Agreement through November 30, 2011, All other terns 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. ATTEST: DWIGHT E. BROCK, Clerk By: Dated: (SEAL) Approved as to form and legal sufficiency Assistant County Attorney WITNESSES: (1) Printed /Typed Name (2) Printed /Typed Name Accepted: , 2011 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: FRED W. COYLE, Chairman GRANTEE: Corrigan Sports Enterprises, Inc. MM Printed /Typed Name Printed /Typed Title Packet Page -2871- 9/13/2011 Item 16.F.7. Exhibit AI -A 2011 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND CORRIGAN SPORTS ENTERPRISES, INC. ^ THIS AGREEMENT is made and entered into this 1 st day of October, 2010, by and between Corrigan Sports Enterprise, 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 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 out of market promotion of a Lacrosse sporting event to attract overnight visitors to the area; 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 "E ", the GRANTEE shall expend the funds for the out of county promotion of the IWLCA Lacrosse Event (hereinafter "the Event "). I' Packet Page -2872- 9/13/2011 Item 16.F.7. 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Five Thousand Dollars ($5,000). 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 vendor, 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 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 subject 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 ".E" 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 maximum amount budgeted pursuant to the attached "Exhibit E ". (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. (h) Services or product must be delivered and paid for by GRANTEE between the effective dates of this agreement. .2 Packet Page -2873- 9/13/2011 Item 16.F.7. (i) All requests for reimbursement must be received prior to 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 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 tennination 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: BODILY 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 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: 3 Packet Page -2874- 9/13/2011 Item 16.F.7. (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. /01N Zn (b) GRANTEE shall provide to County a calendar quarter 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 November 30, 2011. (d) Each report shall identify the 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 WIVA 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 Packet Page -2875- 9/13/2011 Item 16. F.7. 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: Richard Lee Corrigan, President Corrigan Sports Enterprises, Inc. 6725 Santa Barbara Ct. Suite 104 Elkridge, MD 21075 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. 5 Packet Page -2876- 9/13/2011 Item 16. F.7. (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 n 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 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 above date in order to complete the Project must be at the express consent of the Collier County Board of County Commissioners. 6 Packet Page -2877- 9/13/2011 Item 16.F.7. 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. EVALUATION 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 analysis by November 30, 2011. 19. REQUIRED NOTATION: All promotional literature and all print, broadcast and on -line media advertising must prominently list Collier County and the Tourist Development Council as a source of funds to read "A cooperative effort funded by the Collier County Tourist Development Tax "; and /or display the CVB logo with website address tivwxy.paradisecoast.corn 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. 7 Packet Page -2878- 9/13/2011 Item 16.F.7. IN WETNESS 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 Approved as to form and legal sufficiency Assistant County Attorney WITNESSES: �l) n Printed /Typed Name (2) Printed /Typed Name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA FRED W. COYLE, Chairman GRANTEE: CORRIGAN SPORTS ENTERPRISES, INC. Printed /Typed Name Printed /Typed Title 1: Packet Page -2879- EXHIBIT "A" Collier County Tourist Development Council Preliminary Status Report EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: TITLE: FAX: 9/13/2011 Item 16.F.7. On an attached sheet, answer the following questions 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. EXHIBIT "B" 9 Packet Page -2880- 9/13/2011 Item 16.F.7. Collier County Tourist Development Council Interim Status Report EVENT NAME: ,Q ZICYI-11 011 1011-Alt 9 [0011 If CONTACT PERSON: ADDRESS: PHONE: TITLE: FAX: On an attached sheet, answer the following questions to identify the status of the project. Submit this report at least quarterly. 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? 10 Packet Page -2881- 9/13/2011 Item 16.F.7. EXHIBIT "C" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Final Status Report TITLE: 11:4? On an attached sheet, answer the following questions for each element in your scope 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 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? 11 Packet Page -2882- 9/13/2011 Item 16.F.7. EXHIBIT "D" � 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 request for payment, 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 12 Packet Page -2883- 9/13/2011 Item 16. F.7. EXHIBIT "E" Corrigan Sports Enterprises, Inc. Project Budget Funding — Not to Exceed Out of County Advertising and Marketing Expenses in Sports Publications to promote the IWLCA Lacrosse Event Total: 13 Packet Page -2884- $5,000 9/13/2011 Item 16. F.7. EXHIBIT A -1 Contract Amendment #1 "2011 Tourism Agreement Between Collier County and Naples International Film Festival (NIFF, Inc.)" This amendment, dated , 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 "Al -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. ATTEST: DWIGHT E. BROCK, Clerk By: Dated: (SEAL) Approved as to form and legal sufficiency Assistant County Attorney WITNESSES: (1) Printed/Typed Name (2) Printed/Typed Name Accepted: -2011 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: FRED W. COYLE, Chairman GRANTEE: Naples International Film Festival (NIFF, Inc.) 1U-33 Printed/Typed Name Printed /Typed Title Packet Page -2885- 9/13/2011 Item 16. F.7. 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 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 production the 2010 Naples International Film Festival (hereinafter "the Project "), . 1 Packet Page -2886- 9/13/2011 Item 16.F.7. 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. 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 subject to review and approval by the Clerk's office. n (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 (l0 %) at the discretion of GRANTEE. Adjustment in excess of ten percent (10 %) of any line item maybe authorized by the County Manager or his designee. (f) Expenditures with publications, broadcast and brochure distribution with circulation or reach outside Collier County over 50% of the total will be acceptable for 2 Packet Page -2887- 9/13/2011 Item 16.F.7. 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. (h) Services or product must be delivered and paid for by GRANTEE between the effective dates of this agreement. (i) All requests for reimbursement must be received prior to 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 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: BODILY 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 3 Packet Page -2888- 9/13/2011 Item 16.F.7. (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 quarter 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 November 30, 2011. (d) Each report shall identify the 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 n 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. (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. 4 Packet Page -2889- 9/13/2011 Item 16.F.7. 7. INDEMNIFICATION: GRANTEE shall indemnify and hold hannless 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. 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. 5 Packet Page -2890- 9/13/2011 Item 16.F.7. 11. TERMINATION: n (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. n (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 perfonned 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 the date of approval by the ^ Board of County Commissioners and shall remain effective until November 30, 2011. If the 11 Packet Page -2891- 9/13/2011 Item 16.F.7. 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. 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 one (1) year. 18. EVALUATION 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 Tourism Director, or his designee, along with a final budget analysis by November 30, 2011. 19. REQUIRED NOTATION: All promotional literature and all print, broadcast and on -line media advertising must prominently list Collier County and the Tourist Development Council as a source of funds to read "A cooperative effort funded by the Collier County Tourist Development Tax'; and /or display the CVB logo with website address «vv<v.paradisecoast.com to qualify for reimbursement. n 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. rA Packet Page -2892- 9/13/2011 Item 16. F.7. 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 Approved as to form and legal sufficiency BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA LOW FRED COYLE, Chainnan Assistant County Attorney WITNESSES: GRANTEE: (1) NIFF, INC. Printed /Typed Name (2) BY: Printed /Typed Name Printed /Typed Name Printed /Typed Title 8 Packet Page -2893- EXHIBIT "A" Collier County Tourist Development Council Preliminary Status Report EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: 1U1141=1 FAX: 9/13/2011 Item 16. F.7. On an attached sheet, answer the following questions 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. 11-1 Packet Page -2894- 9/13/2011 Item 16.F.7. EXHIBIT "B" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Interim Status Report TITLE: M On an attached sheet, answer the following questions to identify the status of the project. Submit this report at least quarterly. 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? 10 Packet Page -2895- 9/13/2011 Item 16.F.7. EXHIBIT "C" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: Final Status Report TITLE: FAX: On an attached sheet, answer the following questions for each element in your n scope 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? 11 Packet Page -2896- n 9/13/2011 Item 16.F.7. EXHIBIT "D" REQUEST FOR FUNDS COLLIER COUNTY TOURIST DEVELOPMENT COUNCIL EVENT NAME ORGANIZATION ADDRESS CONTACT PERSON TELEPHONE ( ) REQUEST PERIOD FROM REQUEST# ( ) INTERIM REPORT ( ) FINAL REPORT TOTAL CONTRACT AMOUNT $ TO 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 request for payment, 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 12 Packet Page -2897- 9/13/2011 Item 16.F.7. 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: 13 Packet Page -2898- Funding — Not to Exceed $20,000 $20,000 9/13/2011 Item 16.F.7. EXHIBIT A -2 Contract Amendment 42 112011 Tourism Agreement Between Collier County and ArtsNaples World Festival, Inc." This amendment, dated 2011 to the referenced agreement shall be by and between the parties to the original Agreement, ArtsNaples World Festival, 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 ArtsNaples World Festival, 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 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. ATTEST: DWIGHT E. BROCK, Clerk By: Dated: (SEAL) Approved as to form and legal sufficiency Assistant County Attorney WITNESSES: (1) Printed/Typed Name (2) Printed/Typed Name Accepted: , 2011 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA Bv: FRED W. COYLE, Chainnan GRANTEE: ArtsNaples World Festival, Inc. ft EN Printed /Typed Name Printed /Typed Title Packet Page -2899- 9/13/2011 Item 16. F.7. Exhibit A2 -A 2011 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND ARTSNAPLES WORLD FESTIVAL, INC. n THIS AGREEMENT is made and entered into this 1st day of October, 2010, by and between ArtsNaples World Festival, 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 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 to promote an international celebration of the arts festival; and WHEREAS, The Collier County Board of County Commissioners has approved the n 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 "E ", the GRANTEE shall expend the funds for website development to promote the Naples World Festival (hereinafter "the Project "). 1 Packet Page -2900- 9/13/2011 Item 16.F.7. 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Fifteen Thousand Dollars ($15,000). 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 vendor, 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 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 subject to review and approval by the Clerk's office. (b) The Executive Director of the CVB or his designee shall determine that the n 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 "E" 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 pav 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 maximum amount budgeted pursuant to the attached "Exhibit E ". (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. (h) Services or product must be delivered and paid for by GRANTEE between the effective dates of this agreement. 2 . Packet Page -2901- 9/13/2011 Item 16.F.7. (i) All requests for reimbursement must be received prior to 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 ';ctween October 1, 2010 and 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: BODILY 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 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: 3 Packet Page -2902- 9/13/2011 Item 16. F.7. (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 quarter 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 November 30. 2011. (d) Each report shall identif}, the 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. (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, n reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, S1 Packet Page -2903- 9/13/2011 Item 16.F.7. 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: Merlin Lickhalter, President ArtsNaples World Festival, Inc. 6825 Grenadier Blvd. 41005 Naples, FL 34108 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: 5 Packet Page -2904- 9/13/2011 Item 16.F.7. (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. n (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 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 C.1 Packet Page -2905- 9/13/2011 Item 16. F.7. this agreement beyond the above date 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. EVALUATION 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 analysis by November 30, 2011. 19. REQUIRED NOTATION: All promotional literature and all print, broadcast and on -line media advertising must prominently list Collier County and the Tourist Development Council as a source of funds to read "A cooperative effort funded by the Collier County Tourist Development Tax"; and /or display the CVB logo with website address vvAvw.paradisec_oast.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. 7 Packet Page -2906- n 9/13/2011 Item 16.F.7. 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 Approved as to form and legal sufficiency BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA FRED W. COYLE, Chairman Assistant County Attorney WITNESSES: GRANTEE: (1) ARTSNAPLES WORLD FESTIVAL, INC. Printed /Typed Name (2) BY: Printed /Typed Name Printed /Typed Name Printed /Typed Title 8 Packet Page -2907- 9/13/2011 Item 16. F.7. EXHIBIT "A" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Preliminary Status Report TITLE: II,YA On an attached sheet, answer the followinq questions 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. 9 Packet Page -2908- 9/13/2011 Item 16. F.7. EXHIBIT "B" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: Interim Status Report TITLE: PHONE: FAX: 10—N On an attached sheet, answer the following questions to identify the status of the project. Submit this report at least quarterly. 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? 10 Packet Page -2909- 9/13/2011 Item 16.F.7. EXHIBIT "C" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Final Status Report TITLE: FAX: On an attached sheet, answer the following questions for each element in your scope 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 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? 10�. 11 Packet Page -2910- 9/13/2011 Item 16.F.7. EXHIBIT "D" REQUEST FOR FUNDS COLLIER COUNTY TOURIST DEVELOPMENT COUNCIL EVENT NAME ORGANIZATION ADDRESS CONTACT PERSON TELEPHONE ( ) REQUEST PERIOD FROM REQUEST# ( ) INTERIM REPORT ( ) FINAL REPORT TOTAL CONTRACT AMOUNT $ TO 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 -request for payment, 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 12 Packet Page -2911- Website development 11fM- F EXHIBIT "E" ArtsNaples World Festival, Inc. Project Budget 13 Packet Page -2912- 9/13/2011 Item 16.F.7. Funding — Not to Exceed $15,000 $15,000 9/13/2011 Item 16.17.7. EXHIBIT A -2 Contract Amendment 92 112011 Tourism Agreement Between Collier County and Golisano Children's Museum of Naples, Inc. This amendment, dated , 2011 to the referenced agreement shall be by and between the parties to the original Agreement, Golisano Children's Museum of Naples, 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 Golisano Children's Museum of Naples, 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 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. ATTEST: DWIGHT E. BROCK, Clerk By: Dated: (SEAL) Approved as to form and legal sufficiency Assistant County Attorney WITNESSES: (1) Printed /Typed Name (2) Printed /Typed Name Accepted: , 2011 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: FRED W. COYLE, Chairman GRANTEE: Golisano Children's Museum of Naples, Inc. RN Printed /Typed Name Printed /Typed Title Packet Page -2913- 9/13/2011 Item 16.F.7. Exhibit A2 -A 2011 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND THE GOLISANO CHILDREN'S MUSEUM OF NAPLES, INC. THIS AGREEMENT, is made and entered into this 1st day of October, 2010, by and between the Golisano Children's Museum of Naples, 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 the GRANTEE'S out of county marketing, advertising 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: Packet Page -2914- 9/13/2011 Item 16. F.7. (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 Grand Opening (hereinafter "the Project "), to include, but not be limited to: 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of One Hundred Thousand Dollars ($100,000). 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, 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 to the Executive Director of the Naples, Marco, Everglades Convention and n 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 subject 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 for maximum amount budgeted pursuant to the attached "Exhibit F ". (f) Expenditures with publications, broadcast and brochure distribution with n circulation or reach outside Collier County over 50% of the total will be acceptable for Packet Page -2915- 9/13/2011 Item 16. F.7. reimbursement at full value based on a statement from the publisher, broadcaster or distributor n attesting to that circulation percentage. (g) Invoices for prepayment 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. (i) All requests for reimbursement must be received by 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 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 ,*"IN' 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: BODILY 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 Packet Page -2916- 9/13/2011 Item 16.F.7. (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 quarter 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 November 30, 2011. (d) Each report shall identify the 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 the Golisano Children's Museum of Naples 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: Packet Page -2917- 9/13/2011 Item 16. F.7. (a) GRANTEE may select vendors or subcontractors to provide services as described s� 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 n by the GRANTEE in the perfonnance 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: Joe Cox, Executive Director Golisano Children's Museum of Naples, Inc. P.O. Box 2423 Naples, Florida 34106 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 Packet Page -2918- i-k, Naples, Marco Island, Everglades CVB 2800 N. Horseshoe Drive Naples, Florida 34104 n 9/13/2011 Item 161.7. 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 Packet Page -2919- 9/13/2011 Item 16. F.7. 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 perfonned 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 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 date above 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. EVALUATION 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 analysis by November 30, 2011. 19. REQUIRED NOTATION: All promotional literature and all print, broadcast and on -line media advertising must prominently list Collier County and the Tourist Development Packet Page -2920- 9/13/2011 Item 16.F.7. r"% Council as a source of funds To read: "A cooperative effort by the Collier County Tourist Development 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. Packet Page -2921- 9/13/2011 Item 16.F.7. 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: BOARD OF COUNTY COMMISSIONERS DWIGHT E. BROCK, Clerk COLLIER COUNTY, FLORIDA By: FRED W. COYLE, Chairman Approved as to form and legal sufficiency Assistant County Attorney WITNESSES: Printed /Typed Name (2) Printed /Typed Name GRANTEE: GOLISANO CHILDREN'S NAPLES, INC. I Printed /Typed Name Printed/Typed Title Packet Page -2922- MUSEUM OF 9/13/2011 Item 16.F.7. EXHIBIT "A" Collier County Tourist Development Council Preliminary Status Report EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: TITLE: ADDRESS: 10TOP114 FAX: n On an attached sheet, answer the foliowina questions 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. Packet Page -2923- 9/13/2011 Item 16.F.7. EXHIBIT "B" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: Interim Status Report 111II1114:1 PHONE: FAX: n On an attached sheet, answer the following questions to identify the status of the project. Submit this report at least quarterly. 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? Packet Page -2924- 9/13/2011 Item 16. F.7. EXHIBIT "C" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Final Status Report TITLE: FAX: ------------------------------------------------------ On an attached sheet answer the following questions for each element in your scope 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? Packet Page -2925- 9/13/2011 Item 16.F.7. EXHIBIT "D" REQUEST FOR FUNDS COLLIER COUNTY TOURIST DEVELOPMENT COUNCIL EVENT NAME ORGANIZATION ADDRESS CONTACT PERSON TELEPHONE ( ) REQUEST PERIOD FROM TO ( ) INTERIM REPORT ( ) FINAL REPORT TOTAL CONTRACT AMOUNT $ EXPENSE BUDGET REIMBURSEMENT REQUESTED TOTALS REQUEST # 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 request for payment, 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 Packet Page -2926- 9/13/2011 Item 16. F.7. EXHIBIT "E" Naples Marco Island Everglades PARADISE 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: CITY ST ZIP DATE OF ARRIVAL: DATE OF DEPARTURE: WHERE ARE YOU HOTEL /RESORT FRIENDS /FAMILY CONDOMINIUM STAYING? NAME OF HOTEL AND CITY /AREA: NAME OF CONDOMINIUM /TIMESHARE: # OF ROOMS OCCUPIED x NUMBER OF NIGHTS STAYING IN COLLIER COUNTY = HOW DID YOU SELECT THE HOTEL /CONDOMINIUM? INTERNET ( ) YOUR CHOICE ( ) TRAVEL AGENT ( ) 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 FAMILY ATTRACTIONS von Liebig Art Center Beaches Everglades Tour Naples Zoo Naples Museum of Art Naples Pier County Parks Naples Botanical Garden Sugden Theatre Shelling National Park Fun `n Sun Water Park Naples Philharmonic Fishing State Parks Swamp Buggy Race Art Galleries Boating Corkscrew Swamp Mini Golf Other Kayaking Conservancy of SW FL King Richard's Fun Park Other Lake Trafford Other Other SHOPPING AND DINING SIGHTSEEING RELAXATION & Fifth Avenue South Lunch /Dinner Cruise/ ENTERTAINMENT Third Street South Sunset Cruise Golf Waterside Shops City Trolley Tour Spa Venetian Bay Everglades Tour Shelling Bayfront Segway Tour Seminole Casino Tin City Dolphin Cruise Lounges & Clubs Prime Outlets Other Music Other Other Packet Page -2927- 9/13/2011 Item 16. F.7. EXHIBIT "F" GOLISANO Children's Museum of Naples, Inc. Project Budget Funding — Not to Exceed Out of County Advertising and Marketing Expenses Related to the Grand Opening to include: Public Broadcast Campaign, Print and Radio Advertising itmA Packet Page -2928- $100,000 9/13/2011 Item 16.F.7. EXHIBIT A -1 Contract Amendment #1 112011 Tourism Agreement Between Collier County and Southwest Florida Holocaust Museum, Inc. d /b /a Holocaust Museum of Southwest Florida" This amendment, dated , 2011 to the referenced agreement shall be by and between the parties to the original Agreement, Southwest Florida Holocaust Museum, Inc. d/b /a Holocaust Museum of Southwest Florida (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 Southwest Florida Holocaust Museum, Inc. d/b /a Holocaust Museum of Southwest Florida" 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 "Al -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. ATTEST: DWIGHT E. BROCK, Clerk By: Dated: (SEAL) Approved as to form and legal sufficiency Assistant County Attorney WITNESSES: (1) Printed/Typed Name (2) Printed /Typed Name Accepted: , 2011 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA B_v: FRED W. COYLE, Chairman A El 214= SOUTHWEST FLORIDA HOLOCAUST MUSEUM, INC. d/b /a HOLOCAUST MUSEUM OF SOUTHWEST FLORIDA S Printed /Typed Name Printed /Typed Title Packet Page -2929- 9/13/2011 Item 16. F.7. 2011 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND THE SOUTHWEST FLORIDA HOLOCAUST MUSEUM, INC. D/B /A HOLOCAUST MUSEUM OF SOUTHWEST FLORIDA THIS AGREEMENT, is made and entered into this I st day of October, 2010, by and between the Southwest Florida Holocaust Museum, Inc. d/b /a Holocaust Museum of Southwest Florida, 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 advertising and promotional expenditures to promote visitation to the museum; 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: Packet Page -2930- 9/13/2011 Item 161.7. n 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: 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Thirty -Two Thousand and Five Hundred Dollars ($32,500). 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 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 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 subject 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 maximum amount budgeted pursuant to the attached "Exhibit F ". Packet Page -2931- 9/13/2011 Item 16. F.7. (f) Expenditures with publications, broadcast and brochure distribution with circulation or reach into Collier County of less than fifty percent (50 %) of 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. (h) Services or product must be delivered and paid for by GRANTEE after the effective date, and no later than the expiration date of this Agreement. (i) All requests for reimbursement must be received by 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 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: BODILY INJURY LIABILITY $300,000 each claim per person PROPERTY DAMAGE LIABILITY $300,000 each claim per person Packet Page -2932- n 9/13/2011 Item 16. F.7. 10-1*1 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 calenda quarter 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 n hereto as Exhibit "C" no -later than November 15, 2011. (d) Each report shall identify the 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 C VB. (g) GRANTEE shall request that visitors to the Holocaust Museum of Southwest Florida 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: Packet Page -2933- 9/13/2011 Item 16. F.7. (a) GRANTEE may select vendors or subcontractors to provide services as described 10-111, 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 perfonnance 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: Alex Vance, Executive Director Holocaust Museum of Southwest Florida 4760 Tamiami Trail North, Suite 7 Naples, Florida 34103 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 Packet Page -2934- 9/13/2011 Item 16.F.7. 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: n (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 tennination. (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 Packet Page -2935- 9/13/2011 Item 16.F.7. 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 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 above date 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. EVALUATION 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 analysis by November 15, 2011. 19. REQUIRED NOTATION: All promotional literature and all print, broadcast and on -line media advertising must prominently list Collier County and the Tourist Development Council as a source of funds to read "A cooperative effort by the Collier County Tourist Packet Page -2936- 9/13/2011 Item 16. F.7. ,^ Development 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. Packet Page -2937- 9/13/2011 Item 16. F.7. 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 Approved as to form and legal sufficiency Assistant County Attorney WITNESSES: BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA FRED W. COYLE, Chairman GRANTEE: (1) SOUTHWEST FLORIDA HOLOCAUST MUSEUM, INC. d /b /a HOLOCAUST MUSEUM OF SOUTHWEST FLORIDA Printed /Typed Name (2) BY: Printed /Typed Name Printed /Typed Name Printed /Typed Title Packet Page -2938- 9/13/2011 Item 16. F.7. EXHIBIT "A" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Preliminary Status Report TITLE: FAX: On an attached sheet, answer the following Questions 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. Packet Page -2939- 9/13/2011 Item 16.F.7. EXHIBIT "B" Collier County Tourist Development Council J:JTJ:J'JJ I aJ1fAJ� 1:$ REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Interim Status Report TITLE: AX: On an attached sheet answer the followina questions to identify the status of the project. 10—%" Submit this report at least quarterly. 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? 11-IN Packet Page -2940- 9/13/2011 Item 16.F.7. EXHIBIT "C' Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Final Status Report TITLE: FAX: On an attached sheet, answer the following questions for each element in your scope 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? Packet Page -2941- 9/13/2011 Item 16. F.7. EXHIBIT "D" REQUEST FOR FUNDS COLLIER COUNTY TOURIST DEVELOPMENT COUNCIL EVENT NAME ORGANIZATION ADDRESS CONTACT PERSON TELEPHONE ( ) REQUEST PERIOD FROM TO ( ) INTERIM REPORT ( ) FINAL REPORT TOTAL CONTRACT AMOUNT EXPENSE BUDGET REIMBURSEMENT REQUESTED TOTALS REQUEST # 101\ 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 request for payment 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 Packet Page -2942- .0—%, 9/13/2011 Item 16.F.7. EXHIBIT "E" Naples Marco Island Everglades PARADISE COAST VISITOR QUESTIONNAIRE Welcome to the Paradise Coast 11. 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: CITY ST ZIP DATE OF ARRIVAL: DATE OF DEPARTURE: WHERE ARE YOU HOTEL /RESORT FRIENDS /FAMILY CONDOMINIUM STAYING? NAME OF HOTEL AND CITY /AREA: NAME OF CONDOMINIUM /TIMESHARE: # OF ROOMS OCCUPIED x NUMBER OF NIGHTS STAYING IN COLLIER COUNTY = � HOW DID YOU SELECT THE HOTEL /CONDOMINIUM? INTERNET ( ) YOUR CHOICE ( ) TRAVEL AGENT ( ) 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 Other Kayaking Conservancy of SW FL Other Lake Trafford Other SHOPPING AND DINING Fifth Avenue South Third Street South Waterside Shops Venetian Bay Bayfront Tin City Prime Outlets Other SIGHTSEEING Lunch /Dinner Cruise/ Sunset Cruise City Trolley Tour Everglades Tour Segway Tour Dolphin Cruise Other Packet Page -2943- FAMILY ATTRACTIONS Naples Zoo Naples Botanical Garden Fun 'n Sun Water Park Swamp Buggy Race Mini Golf King Richard's Fun Park Other RELAXATION & ENTERTAINMENT Golf Spa Shelling Seminole Casino Lounges & Clubs Music Other EXHIBIT "F" Holocaust Museum of Southwest Florida - Project Budget 9/13/2011 Item 16.F.7. Funding — Not to Exceed Out of County Advertising and Marketing Expenses to include: PBS TV and Radio, Journals and Online Ads Total: Packet Page -2944- $32,500 9/13/2011 Item 16.F.7. EXHIBIT A -2 Contract Amendment #2 "2011 Tourism Agreement Between Collier County and Naples Art Association, Inc." This amendment, dated 2011 to the referenced agreement shall be by and between the parties to the original Agreement, Naples Art Association, 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 Art Association, 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 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. ATTEST: DWIGHT E. BROCK, Clerk /� By: Dated: (SEAL) Approved as to form and legal sufficiency Assistant County Attorney WITNESSES: (1) Printed /Typed Name (2) Printed /Typed Name Accepted: , 201 l BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA BY: FRED W. COYLE, Chairman GRANTEE: Naples Art Association, Inc. Printed/Typed Name Printed /Typed Title Packet Page -2945- 9/13/2011 Item 16. F.7. Exhibit A2 -A 2011 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND NAPLES ART ASSOCIATION, INC. d /b /a The von Liebig Art Center THIS AGREEMENT, is made and entered into this 1st day of October, 2010, by and between Naples Art Association, Inc. d/b /a The von Liebig Art Center 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 marketing expenses to promote exhibits and festivals to attract visitors and enhance the quality of life for area residents; and WHEREAS, The Tourist Development Council has recommended funding for GRANTEE'S out of county market advertising expenditures for the promotion of major off- season upcoming exhibitions, festivals and special events to attract visitors; 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: Packet Page -2946- 9/13/2011 Item 16.F.7. 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: 2. PAYMENT: (a) The amount to be paid under this Agreement shall be a total of Thirty-Seven Thousand and Five Hundred Dollars ($37,500). 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 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 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 subject 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. Packet Page -2947- 9/13/2011 Item 16.F.7. (e) GRANTEE shall be paid for its actual costs, not to exceed the maximum amount 111-IN budgeted pursuant to the attached "Exhibit P. (f) Expenditures with publications, broadcast ana erocnure aistrmuuon w]Ln 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. (h) Services or product must be delivered and paid for by GRANTEE between the effective dates of this agreement. (i) All requests for reimbursement must be received by 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 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: Packet Page -2948- 9/13/2011 Item 16.F.7. /01N BODILY 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 quarter 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 November 30, 2011. (d) Each report shall identify the 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 von Liebig Art Center 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. Packet Page -2949- 9/13/2011 Item 16.F.7. 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: Joel Kessler, Executive Director /CEO The von Liebig Art Center 585 Park Street Naples, Florida 34102 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: Packet Page -2950- 9/13/2011 Item 16.F.7. n 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 Packet Page -2951- 9/13/2011 Item 16.F.7. 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 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 above date 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. EVALUATION 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 analysis by November 30, 2011. 19. REQUIRED NOTATION: All promotional literature and all print, broadcast and on -line media advertising must prominently list Collier County and the Tourist Development Packet Page -2952- 9/13/2011 Item 16. F.7. n Council as a source of funds to read "A cooperative effort funded by the Collier County Tourist Development 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. n Packet Page -2953- 9/13/2011 Item 16.F.7. 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 Approved as to form and legal sufficiency Assistant County Attorney WITNESSES: (1) Printed /Typed Name (2) Printed /Typed Name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA 1-01 M FRED COYLE, Chairman GRANTEE: NAPLES ART ASSOCIATION, INC. d/b /a The von Liebi- Art Center Printed /Typed Name Printed /Typed Title Packet Page -2954- 9/13/2011 Item 16.F.7. 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 followina questions 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. Packet Page -2955- 9/13/2011 Item 16.F.7. EXHIBIT "B" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: I9:L0L1:6 Interim Status Report TITLE: On an attached sheet, answer the following Questions to identify the status of the project. Submit this report at least quarterly. 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? Packet Page -2956- 9/13/2011 Item 16.F.7. ^ EXHIBIT "C" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Final Status Report TITLE: FAX: On an attached sheet, answer the following questions for each element in your scope 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? Packet Page -2957- 9/13/2011 Item 161.7 EXHIBIT "D" REQUEST FOR FUNDS COLLIER COUNTY TOURIST DEVELOPMENT COUNCIL EVENT NAME ORGANIZATION ADDRESS CONTACT PERSON TELEPHONE ( ) REQUEST PERIOD FROM ( ) INTERIM REPORT TOTAL CONTRACT AMOUNT $ TOTALS TO ( ) FINAL REPORT EXPENSE BUDGET REIMBURSEMENT REQUESTED REQUEST # 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 request for payment, 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 Packet Page -2958- 10� 9/13/2011 Item 16.F.7 1WA:ll ]kM: i Naples Marco Island Everglades PARADISE 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: CITY ST ZIP DATE OF ARRIVAL: DATE OF DEPARTURE: WHERE ARE YOU HOTEL /RESORT FRIENDS /FAMILY CONDOMINIUM STAYING? NAME OF HOTEL AND CITY /AREA: NAME OF CONDOMINIUM /TIMESHARE: # OF ROOMS OCCUPIED x NUMBER OF NIGHTS STAYING IN COLLIER COUNTY = HOW DID YOU SELECT THE HOTEL /CONDOMINIUM? INTERNET ( ) YOUR CHOICE ( ) TRAVEL AGENT ( ) 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 Other Kayaking Conservancy of SW FL Other Lake Trafford Other SHOPPING AND DINING Fifth Avenue South Third Street South Waterside Shops Venetian Bay Bayfront Tin City Prime Outlets Other SIGHTSEEING Lunch /Dinner Cruise/ Sunset Cruise City Trolley Tour Everglades Tour Segway Tour Dolphin Cruise Other Packet Page -2959- FAMILY ATTRACTIONS Naples Zoo Naples Botanical Garden Fun 'n Sun Water Park Swamp Buggy Race Mini Golf King Richard's Fun Park Other RELAXATION & ENTERTAINMENT Golf Spa Shelling Seminole Casino Lounges & Clubs Music Other 9/13/2011 Item 16.F.7. EXHIBIT "F" Naples Art Association, Inc. d /b /aThe von Liebig Art Center Project Budget Funding — Not to Exceed Out of County Advertising and Marketing Expenses to include: Off Season Major Festival and Event Advertising, Print and Mailings Total: Packet Page -2960- $37,500 n 9/13/2011 Item 16. F.7. EXHIBIT A -2 Contract Amendment #2 "2011 Tourism Agreement Between Collier County and Naples Botanical Garden, Inc." This amendment, dated , 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 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. ATTEST: DWIGHT E. BROCK, Clerk By: Dated: (SEAL) Approved as to form and legal sufficiency Assistant County Attorney WITNESSES: (1) Printed /Typed Name (2) Printed/Typed Name Accepted: .2011 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: FRED W. COYLE, Chairman GRANTEE: Naples Botanical Garden, Inc. mm Printed /Typed Name Printed /Typed Title Packet Page - 2961 9/13/2011 Item 16.F.7. Exhibit A2 -A ^ 2011 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND NAPLES BOTANICAL GARDEN, INC. THIS AGREEMENT, is made and entered into this I st 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: Packet Page -2962- 9/13/2011 Item 16.F.7. 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: 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 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 ,n samples of printed materials 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 subject 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" Packet Page -2963- 9/13/2011 Item 16.F.7. (f) Expenditures with publications, broadcast and brochure distribution with 10-11 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. (h) Services or product must be delivered and paid for by GRANTEE between the effective dates of this agreement. (i) All requests for reimbursement must be received by 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 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 tennination 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: BODILY INJURY LIABILITY $300,000 each claim per person PROPERTY DAMAGE LIABILITY $300,000 each claim per person Packet Page -2964- 9/13/2011 Item 16.F.7. ,0-I, 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 quarter 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 November 30, 2011. (d) Each report shall identify the 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 perfonnance 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: Packet Page -2965- 9/13/2011 Item 16.F.7. (a) GRANTEE may select vendors or subcontractors to provide services as described 11'1 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 n Packet Page -2966- 9/13/2011 Item 16.F.7. Aloft., 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: n (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 tern 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 Packet Page -2967- 9/13/2011 Item 16.F.7. 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 n remain effective for one year until 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 above date 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. EVALUATION 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 analysis by November 30, 2011. 19. REQUIRED NOTATION: All promotional literature and all print, broadcast and on -line media advertising must prominently list Collier County and the Tourist Development Packet Page -2968- 9/13/2011 Item 16.F.7. n Council as a source of funds to read "A cooperative effort funded by the Collier County Tourist Development 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. n Packet Page -2969- 9/13/2011 Item 16.F.7. 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 Approved as to form and legal sufficiency Assistant County Attorney WITNESSES: Printed /Typed Name (2) Printed /Typed Name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA wo FRED W. COYLE, Chairman GRANTEE: NAPLES BOTANICAL GARDEN, INC. M. Printed /Typed Name Printed /Typed Title Packet Page -2970- 9/13/2011 Item 16. F.7. EXHIBIT "A" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Preliminary Status Report TITLE: FAX: /''N On an attached sheet, answer the folio questions 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. Packet Page -2971- 9/13/2011 Item 16.F.7. EXHIBIT "B" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Interim Status Report 11111111t:6 FAX: On an attached sheet answer the following questions to identify the status of the proiect. Submit this report at least quarterly. 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? Packet Page -2972- 9/13/2011 Item 16.F.7. EXHIBIT "C" Collier County Tourist Development Council EVENT NAME: REPORT DATE: ORGANIZATION: CONTACT PERSON: ADDRESS: PHONE: Final Status Report TITLE: FAX: On an attached sheet, answer the foliowing questions for each element in your scope 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? Packet Page -2973- 9/13/2011 Item 16. F.7. EXHIBIT "D" REQUEST FOR FUNDS COLLIER COUNTY TOURIST DEVELOPMENT COUNCIL EVENT NAME ORGANIZATION ADDRESS CONTACT PERSON TELEPHONE ( ) REQUEST PERIOD ( ) INTERIM REPORT FROM TO TOTAL CONTRACT AMOUNT $ EXPENSE TOTALS ( ) FINAL REPORT BUDGET REIMBURSEMENT REQUESTED REQUEST # 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 request for payment, 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 Packet Page -2974- 9/13/2011 Item 16.F.7. EXHIBIT "E" Naples Marc - d Everglades PARADISE 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: CITY ST ZIP DATE OF ARRIVAL: DATE OF DEPARTURE: WHERE ARE YOU HOTEL /RESORT FRIENDS /FAMILY CONDOMINIUM STAYING? NAME OF HOTEL AND CITY /AREA: NAME OF CONDOMINIUM /TIMESHARE: # OF ROOMS OCCUPIED x NUMBER OF NIGHTS STAYING IN COLLIER COUNTY = HOW DID YOU SELECT THE HOTEL /CONDOMINIUM? INTERNET ( ) YOUR CHOICE ( ) TRAVEL AGENT ( ) 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 Other Kayaking Conservancy of SW FL Other Lake Trafford Other SHOPPING AND DINING Fifth Avenue South Third Street South Waterside Shops Venetian Bay Bayfront Tin City Prime Outlets Other SIGHTSEEING Lunch /Dinner Cruise/ Sunset Cruise City Trolley Tour Everglades Tour Segway Tour Dolphin Cruise Other Packet Page -2975- FAMILY ATTRACTIONS Naples Zoo Naples Botanical Garden Fun `n Sun Water Park Swamp Buggy Race Mini Golf King Richard's Fun Park Other RELAXATION & ENTERTAINMENT Golf Spa Shelling Seminole Casino Lounges & Clubs Music Other EXHIBIT "F" Naples Botanical Garden Project Budget 9/13/2011 Item 16.F.7. Funding — Not to Exceed Out of County Advertising and Marketing Expenses to include: Online Marketing and Regional Advertising Total: Packet Page -2976- $75,000 9/13/2011 Item 16.F.7. EXHIBIT A -2 Contract Amendment 92 "2011 Tourism Agreement Between Collier County and United Arts Council of Collier County, Inc." This amendment, dated . 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, 201.1. All other terms and conditions of the agreement shall remain in force. IN WITNESS WHEREOF, the Vendor and the County have each, respective] };, by an authorized person or agent, hereunder set their hands and seals on the date(s) indicated below. ATTEST: DWIGHT E. BROCK, Clerk By: Dated: (SEAL) Approved as to form and legal sufficiency Assistant County Attorney WITNESSES: (1) Printed/Typed Name (2) Printed /Typed Name Accepted: , 2011 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: FRED W. COYLE, Chairman VENDOR: United Arts Council of Collier County, Inc. l� Printed /Typed Name Printed /Typed Title Packet Page -2977- 9/13/2011 Item 16.F.7. Exhibit A2 -A 2011 TOURISM AGREEMENT BETWEEN COLLIER COUNTY AND UNITED ARTS COUNCIL OF COLLIER COUNTY, INC. THIS AGREEMENT is made and entered into this I st 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 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 "A ", the VENDOR shall produce a monthly arts and culture calendar (hereinafter "the Project "). 1 Packet Page -2978- 9/13/2011 Item 16. F.7. 2. PAYMENT: n (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 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 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 subject to review and approval by the Clerk's office. (b) The Executive Director of the CVB or his designee shall determine that the n 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. 2 Packet Page -2979- 9/13/2011 Item 16. F.7. (h) Services or product must be delivered and paid for by VENDOR between the effective dates of this agreement. (i) All requests for reimbursement must be received prior to 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 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: rte, (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: BODILY 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 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. 3 Packet Page -2980- 9/13/2011 Item 16.F.7. 5. CHOICE OF VENDORS AND FAIR DEALING: i"1 (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 financial or other relationship between VENDOR 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, n 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, 9504 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 rd Packet Page -2981- 9/13/2011 Item 16. F.7. 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 fiinding under this agreement. 5 Packet Page -2982- 9/13/2011 Item 16. F.7. 13. AVAILABILITY OF RECORDS: VENDOR shall maintain records, books, n documents, papers and financial 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 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 above date in order to complete the Project must be at the express consent of the Collier County Board of County Commissioners. n 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 on -line media advertising must prominently list Collier County and the Tourist Development Council as a source of funds to read "A cooperative effort funded by the Collier County Tourist Development Tax ", and /or display the CVB logo with website address �«v"7.naradisecoast.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. 0 Packet Page -2983- 9/13/2011 Item 161.7. 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 Approved as to form and legal sufficiency Assistant County Attorney WITNESSES: (1) Printed /Typed Name (2) Printed/Typed Name BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: FRED W. COYLE, Chairman VENDOR: UNITED ARTS COUNCIL OF COLLIER .-., COUNTY, INC. :i Printed/Typed Name Printed /Typed Title 7 Packet Page -2984- n 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: C Packet Page -2985- 9/13/2011 Item 16.F.7. Funding — Not to Exceed $24,000