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Backup Documents 07/27-28/2010 Item #16F 616F6 MEMORANDUM Date: August 6, 2010 To: Lyn Wood, Contract Specialist Purchasing Department From: Teresa Polaski, Deputy Clerk Minutes and Records Department Re: Contract #10 -5534 "Capturing Paradise — A Fine Art Photo Shoot" Contractor: Alan S. Maltz Attached two original contracts, referenced above (Item #16F6) approved by the Board of County Commissioners on July 27, 2010. The third original document will be held in the Minutes and Records Department with the Official Records of the Board. If you should have any questions please contact me at 252 -8411. Thank you. Attachments ITEM NO.: 10 - N-C - O(, FILE NO.: ROUTED TO: Date: To: From: Re: DO NOT WRITE ABOVE THIS LINE REQUEST FOR LEGAL SERVICES July 27, 2010 Office of the County Attorney Scott Teach Lyn M. Wood, C.P.M., Contract Specialist Purchasing Department, Extension 2667 DATE 16F6 RECEIVED: fv' D VI-A � ckt 8(l.¢ Contract: #10 -5534 "Capturing Paradise —A Fine Art Photo S Contractor: Alan S. Maltz �l S r r \J1 R '1 L . v� a S ryl �T g l BACKGROUND OF REQUEST: This Contract was approved by the BCC on July 27, 20 0: Agenda II Item 161.6 This item has been previously submitted as Ite #10 -PRC 01633. S ACTION REQUESTED: p Contract review and approval. OTHER COMMENTS: Please forward to BCC for signature after approval. If there are any questions concerning the document, please contact me. Purchasing would appreciate notification when the documents exit your office. Thank you. C: Jack Wert, Tourism 16F6 Agreement #10 -5534 CAPTURING PARADISE - A FINE ART PHOTO SHOOT This Agreement is between the Collier County, a political subdivision of the State of Florida, Collier County, Naples, (hereinafter referred to as CLIENT) and Alan S. Maltz, photographer (hereinafter referred to as ARTIST). TERM: This is a one (1) year agreement commencing on July 1, 2010 and terminating on June 30, 2011. The CLIENT may, at its discretion and with the consent of the ARTIST, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2) additional one (1) year periods. The CLIENT shall give the ARTIST written notice of the CLIENT's intention to extend the Agreement term not less than ten (10) days prior to the end of the Agreement term then in effect. Funding is not guaranteed beyond one (1) year, and subsequent years' agreements will be based on availability and appropriation of tourist tax funds. OBJECTIVE: To artistically capture and visually portray the spirit of the Paradise Coast, Collier County, Florida, as it has never been viewed before. This will be accomplished through a series of fine art photo shoots resulting in the creation of a library of high quality thematic imagery. Each subject and location selected for these shoots will be specific to the area and represent the Paradise Coast in its best light. A shot list compiled by the CLIENT staff will be used as a guide for these photo sessions. This photo shoot will serve as the prelude to a project of great importance and purpose. JOURNEY THROUGH PARADISE will be designed to enlighten and inspire people from around the world. It will bring awareness and visibility of the highest caliber to the Paradise Coast through a series of high profile projects which will include a large format coffee table book and an elegant collection of fine art. PERSONAL VISION: ARTIST's goal is to take what exists in life and transform it into something magical - to open a door of perception which allows the viewer to see the world Page 1 16F6 with new eyes. This is ARTIST's gift, purpose, and dream. ARTIST holds the designation of the Official Wildlife Photographer and the Official Fine Arts Photographer for the state of Florida by the Wildlife Foundation of Florida and VISIT FLORIDA respectively. ARTIST is also the creator of four award winning large format Florida -based coffee table books. Therefore ARTIST's work is unique and can be considered one -of a kind. ARTIST feels his passion for the Paradise Coast is evident in his preliminary works in this area. Collier County is rich in diversity, natural beauty and mystique. From the sophistication and culture of Naples, to the beaches and charm of Marco Island, to the primal beauty and enchantment of the Everglades, ARTIST believes this location has it all, and is motivated and inspired to make this project his best work to date. RIGHTS GRANTED: The photographs will be licensed to Collier County (on an exclusive basis for a period of five (5) years from the acceptance of the first shot (with the exception noted to Alan S. Maltz stated below) commencing upon the beginning of this agreement. Payment will be at the agreed amount of two thousand dollars ($2,000) per shot up to a maximum of sixty thousand dollars ($60,000) over a three (3) year period. Proof of performance will be delivery of a proof of the final version of each shot. Third party usage without the written consent of ARTIST (Alan S. Maltz) is strictly prohibited. The CLIENT will have the right to utilize and present the photographs for their specific purposes which includes all forms of advertising and marketing, all electronic media including website, internet and social media. All editorial and trade show usage is also permitted but requires final approval from Alan S. Maltz. An appropriate credit line, © Alan S. Maltz /alanmaltz.com, must appear on all imagery used for editorial and trade show purposes. The Client cannot reproduce the photographs for any art related products beyond that stated above, either in print or in electronic format. Such products include but are not limited to: art prints of any kind, posters, note cards, calendars, post cards, screen savers, etc. If the Client wishes to pursue production of work in this category, it must be with the written consent of Alan S. Maltz. Alan S. Maltz retains the absolute right to utilize and present these photographs for all art Page 2 16F6 related, editorial and promotional purposes. Alan S. Maltz retains all copyright and ownership rights to these photographs. FINANCIAL TERMS: Based on these terms and other considerations, it is anticipated that a sum of sixty thousand dollars ($60,000) plus expenses, in compliance with Section 112.061, will be paid for the services of Alan S. Maltz over a three (3) year period based on availability and appropriation of tourist tax funds. A minimum of ten (10) shots will be selected over the term of the first year. The first five (5) images plus expenses will be selected within the first thirty (30) days of signing this Agreement. This will include thirty (30) images from a suggested shot list and /or recently shot portfolio of Alan S. Maltz. A portion of the expenses for film, processing, editing, food, lodging, scouting and preparation, helicopter and boat rental, model fees, assistants, post production, and other costs associated with this project will be paid by the CLIENT up to a maximum per year of ten thousand dollars ($10,000). Travel expenses shall be reimbursed pursuant to Section 112.061 Fla. Stats. Reimbursements shall be at the following rates: Mileage $0.445 per mile Breakfast $6.00 Lunch $11.00 Dinner $19.00 Airfare Actual ticket cost limited to tourist or coach class fare Rental car Actual rental cost limited to compact or standard -size vehicles Lodging Actual cost of lodging at single occupancy rate with a cap of no more than $150.00 per night Parking Actual cost of parking Taxi or Airport Limousine Actual cost of either taxi or airport limousine Reimbursable items will be paid at cost with no markup only after ARTIST has provided all receipts. ARTIST shall be responsible for all other costs and expenses associated with activities and solicitations undertaken pursuant to this Agreement. Payment will be made upon receipt of a proper invoice, not more than once every thirty (30) days and upon approval by the Project Manager or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act ". Page 3 16F6 Payments will be made for services furnished, delivered, and accepted and approval of invoices submitted on the date of services or within six (6) months after completion of agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non - payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this agreement. ESTIMATE OF TIME: Based on the terms and conditions set forth in this document, the maximum shooting time allocated for this project is estimated at fifteen (15) days for all thirty (30) images. If the project is extended beyond the allocated time, the Client will be provided with an estimate of additional cost to complete the project and ARTIST will only proceed upon receipt of written approval of said additional costs. Either party may terminate this agreement with thirty (30) days written notice. Upon such termination by Client all photography completed to date plus expenses based on photo shoots and other selections directed by Client must be paid in full by Client. This includes all outstanding invoices. DISPUTE RESOLUTION: Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of ARTIST or with full decision - making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed -upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of ARTIST with full decision - making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under Section 44.102, Fla. Stat. Page 4 16F6 Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. NOTICES: All notices from the CLIENT to the ARTIST shall be deemed duly served if mailed or faxed to the ARTIST at the following Address: Alan S. Maltz 1210 Duval Street Key West, FL 33040 Phone: (305) 294 -0005 E -mail: visions @alanmaltz.com All Notices from the ARTIST to the CLIENT shall be deemed duly served if mailed or faxed to the CLIENT to: Collier County Government Center Purchasing Department - Purchasing Building 3301 Tamiami Trail, East Naples, Florida 34112 Attention: Steve Carnell, Purchasing /GS Director Telephone: 239 - 252 -8371 Facsimile: 239 - 252 -6584 The ARTIST and CLIENT may change the above mailing address at any time upon giving the other party written notification. All notices under this Agreement must be in writing. NO PARTNERSHIP: Nothing herein contained shall create or be construed as creating a partnership between the CLIENT and the ARTIST or to constitute the ARTIST as an agent of the CLIENT. INDEMNIFICATION: To the maximum extent permitted by Florida law, the ARTIST shall indemnify and hold harmless CLIENT, its 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 ARTIST or anyone employed or utilized by the ARTIST in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce Page 5 16F6 any other rights or remedies which otherwise may be available to an indemnified party or person described in this paragraph. This section does not pertain to any incident arising from the sole negligence of CLIENT. CLIENT's liability is subject to the limits of Section 768.28, Fla. Stats. AGREEMENT ADMINISTRATION: This Agreement shall be administered on behalf of the CLIENT by the Tourism Department. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES: No organization or individual shall offer or give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any CLIENT employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No. 2004 -05, and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by the individual, firm, and /or any employee of the firm from contact with CLIENT staff for a specified period of time; b. Prohibition by the individual and /or firm from doing business with the CLIENT for a specified period of time, including but not limited to: submitting bids, RFP, and /or quotes; and, c. immediate termination of any agreement held by the individual and /or firm for cause. IMMIGRATION LAW COMPLIANCE: By executing and entering into this agreement, the ARTIST is formally acknowledging without exception or stipulation that it is fully responsible for complying with the provisions of the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be amended. Failure by the ARTIST to comply with the laws referenced herein shall constitute a breach of this agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. AGREEMENT TERMS: If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. Page 6 16F6 IN WITNESS WHEREOF, the ARTIST and CLIENT, have each, respectively, by an authorized person or agent, hereunder set their hands and seals on the date and year first above written. ATTEST - 1) oc„Clerk of Courts w e on Fir fitness TTy /print witn s nameT I�'d "40 om'_ Second Witness Col»rj da*&e TType /print witness nameT Approved as to form and legal suf 'ciency: County Attorney Print Name Page 7 BOARD OF COUNTY COMMISSIONERS COLLIER COUNTY, FLORIDA By: Fred W. Coyle, Chairman ALAN S. MALTZ ARTIST B Y 1' *(2�� Signature ABM S. MAUL fgeS, " Typed signature and title Item # [ "... -o Agenda 21 2--01 Dale (0 1IDI