FY2014 10/16/2013AMY REAVILIN, CPS
CLERK OF CIRCUIT COURT & COMPTROLLER
Moxnoe couxrr, FLORIDA
DATE: October 24, 2013
TO: Lynda Stuart, Office Manager
Tourist Development Council
ATTN: Maxine Pacini
Administrative Assistant
FROM: Vitia Fernandez, D.C.
At the October 16, 2013, Board of County Commissioner's meeting the Board granted approval and
authorized execution of the following items:
Item Dl Board granted approval of an Agreement with Pigeon Key Foundation, Inc. to
cover the Pigeon Key Solar Hot Water project in an amount not to exceed $4,750, DAC 111, FY 2014
Capital Resources.
Item D2 Board granted approval of an Agreement with Pigeon Key Foundation, Inc. to
cover the Pigeon Key Saltwater Pool Gate Project in an amount not to exceed $8,500, DAC III, FY
2014 Capital Resources.
Item D3 Board granted approval of an Agreement with Key West Art and Historical
Society, Inc. to cover the Custom House Second Floor Window Repair project in an amount not to
exceed $82,700, DAC I, FY2014 Capital Resources.
Item D4 Board granted approval of Cultural Umbrella event Agreements for FY 2014 as per
attached spreadsheet totaling $468,068.
Item D5 Board granted approval of Fishing Umbrella event Agreements for FY 2014 as per
attached spreadsheet totaling $317,500.
Item D6 Board granted approval of an Agreement with The Florida Keys History of
Diving Museum, Inc. to cover the Dive Museum Exhibit Enhancement project in an amount not to
exceed $9,500, DAC IV, FY 2014 Capital Resources.
Item D7 Board granted approval of an Agreement with City of Key West to cover the
Truman Waterfront Park Amphitheater and Public Parking project in an amount not to exceed
$2,000,000, DAC I, FY 2014 Capital Resources.
Item D8 Board granted approval of an Agreement with City of Marathon to cover the
Oceanfront Park Phase 3 A/B/C Restrooms/Fishing Monument/Nature and Fitness Trail project in an
amount not to exceed $155,000, DAC III, FY 2014 Capital Resources.
Item D9 Board granted approval of an Agreement with Dolphin Research Center, Inc. to
cover the DRC Construct Environmental Services Building project in an amount not to exceed
$87,388, DAC III, FY 2014 Capital Resources.
Item D10 Board granted approval of an Agreement with Dolphin Research Center, Inc. to
cover the DRC Replace Fish Freezer Box project in an amount not to exceed $31,699, DAC III, FY
2014 Capital Resources.
Item DI Board granted approval of an Agreement with MRM Key West LLC covering Key
West Food and Wine Festival in January 2014 in an amount not to exceed $35,000, DAC I, FY 2014
Event Resources.
Item D12 Board granted approval of an Agreement with Key West Business Guild, Inc.
covering Key West Pride in June 2014 in an amount not to exceed $25,000, DAC 1, FY 2014 Event
Resources.
Item D13 Board granted approval of an Agreement with Key West Business Guild, Inc.
covering Tropical Heat 2014 in August 2014 in an amount not to exceed $10,000, DAC I, FY 2014
Event Resources.
Item D 14 Board granted approval of an Agreement with Lower Keys Chamber of
Commerce, Inc. covering Big Pine & Lower Keys Nautical Flea Market in January 2014 in an amount
not to exceed $15,000, DAC II, FY 2014 Event Resources.
Item DI Board granted approval of an Agreement with Key West Business Guild, Inc.
covering WomenFest Key West 2014 in September 2014 in an amount not to exceed $50,000, DAC I,
FY 2014 Event Resources.
Item D16 Board granted approval of an Agreement with Domestic Abuse Shelter, Inc.
covering No Name Race in January 2014 in an amount not to exceed $7,500, DAC II, FY 2014 Event
Resources.
Item DI Approval of an Agreement with Key Largo Merchants Association, Inc.
covering Key Largo's Original Music Festival in May 2014 in an amount not to exceed $30,000,
DAC V, FY 2014 Event Resources.
Item D18 Board granted approval of an Agreement with Key West Half Marathon LLC
covering Key West Half Marathon & 5K Run in January 2014 in an amount not to exceed $25,000,
DAC I, FY 2014 Event Resources.
Item DI Board granted approval of an Agreement with TRIKW, LLC covering Key West
Triathlon and Expo in December 2014 in an amount not to exceed $10,000, DAC I, FY 2014 Event
Resources.
Item D20 Board granted approval of an Agreement with BW Promotions Inc. covering
Hemingway 5K Sunset Run & Paddle Board Race in July 2014 in an amount not to exceed $10,000,
DAC I, FY 2014 Event Resources.
Item D21 Board granted approval of an Agreement with Key Largo Merchants Association, Inc.
covering Uncorked — Key Largo & Islamorada Food & Wine Festival in January 2014 in an amount
not to exceed $45,000, DAC IV, DAC V, FY 2014 Event Resources.
Item D22 Board granted approval of an Agreement with Key Largo Merchants Association, Inc.
covering Key Largo Stone Crab & Seafood Festival in January 2014 in an amount not to exceed
$35,000, DAC V, FY 2014 Event Resources.
Item D23 Board granted approval of an Agreement with Lazy Dog Adventures, LLC
covering Key West Paddle Board Classic in May 2014 in an amount not to exceed $10,000,
DAC I, FY 2014 Event Resources.
Item D24 Board granted approval of an Agreement with Keys Area Interdenominational
Resources, Inc. covering Sombrero Beach Run in February -March 2014 in an amount not to exceed
$10,000, DAC III, FY 2014 Event Resources.
Item D25 Board granted approval of an Agreement with Premiere Racing, Inc. covering Key
West Race Week 2014 in January 2014 in an amount not to exceed $100,000, DAC I, FY 2014 Event
Resources.
Item D26 Board granted approval of an Agreement with Monroe County Commercial
Fishermen, Inc. covering Florida Keys Seafood Festival, 9th Annual in January 2014 in an
amount not to exceed $25,000, DAC I, FY 2014 Event Resources.
Item 27 Board granted approval of an Agreement with Florida Keys Community College and
the Letters "FKCC" covering FKCC Swim Around Key West, Swim Meet, and Pentathlon Meet in
June -August 2014 in an amount not to exceed $10,000, DAC 1, FY 2014 Event Resources.
Item D28 Board granted approval of an Agreement with Mel Fisher Days, Inc. covering Mel
Fisher Days in July 2014 in an amount not to exceed $10,000, DAC I, FY 2014 Event Resources.
Item 29 Board granted approval of an Agreement with Rotary Club of Key Largo
Charitable Events, Inc. covering Brew on the Bay in January 2014 in an amount not to exceed $10,000,
DAC V, FY 2014 Event Resources.
Item D30 Board granted approval of an Agreement with BH/NV Hawk's Cay Property
Holdings LLC covering Heroes Welcome Weekend in August 2014 in an amount not to exceed
$30,000, DAC III, FY 2014 Event Resources.
Item D31 Board granted approval of an Agreement with Phil Peterson's Key West Poker Run,
LLC covering Phil Peterson's 42nd Key West Poker Run in September 2014 in an amount not to
exceed $120,000, DAC I, DAC II, DAC III and DAC W FY 2014 Event Resources
Item D32 Board granted approval of an Agreement with Key West Innkeeper's Association,
Inc. covering Key West Holiday Fest in December 2014 in an amount not to exceed $35,000, DAC
I, FY 2014 Event Resources.
Item D33 Board granted approval of an Agreement with Lazy Lakes, LLC covering
Keystock Music Festival in March 2014 in an amount not to exceed $10,000, DAC I, FY 2014
Event Resources.
Item D34 Board granted approval of an Agreement with Petronia St. Neighborhood
Association Inc. covering Goombay in October 2014 in an amount not to exceed $25,000, DAC I, FY
2014 Event Resources.
Item D35 Board granted approval of an Agreement with Islamorada Chamber of
Commerce, Inc. covering Florida Keys Island Fest, 23rd Annual in April 2014 in an amount not to
exceed $20,000, DAC IV, FY 2014 Event Resources.
Item D36 Approval of an Agreement with Key West Classic Regatta covering Key
West Key West Classic Regatta in January -February 2014 in an amount not to exceed $17,000, DAC
I, FY 2014 Event Resources.
Item D37 Board granted approval of an Agreement with Mote Marine Laboratory, Inc.
covering Florida Keys Ocean Festival & Waterfront Craft Show in March 2014 in an amount not to
exceed $17,000, DAC I, FY 2014 Event Resources.
Item D38 Board granted approval of an Agreement with Mad Dog Mandich Fishing
Classic, LLC covering Publix Mad Dog Mandich Fishing Classic in October 2014 in an amount not
to exceed $10,000, DAC IV, FY 2014 Event Resources.
Item D39 Board granted approval of an Agreement with Theme Runs, Inc. covering Heroes
and Villains 5K Run/Walk in October 2014 in an amount not to exceed $10,000, DAC I, FY 2014
Event Resources.
Item D40 Board granted approval of a Resolution transferring funds for County cost
allocation.
RESOLUTION NO.336-2013
Said Resolution is incorporated herein by reference
Item D41 Board granted approval of an Agreement with Key West Film Festival
Corporation covering Key West Film Festival Corporation in November 2014 in an amount not to
exceed $25,000, DAC I, FY 2014 Event Resources.
The electronic copy is attached.
cc: County Attorney
Finance
File
CULTURAL EVENT FUNDING CONTRACT/AGREEMENT
THIS Agreement is made and entered into by and between Monroe County, Florida, a political
subdivision of the state of Florida ("Cut " , and Key West Art and Historical Society, Inc. ("Event
Contractor") on this � day of , 2013.
WHEREAS, the Umbrella organization under contract to the County has recommended to the
Monroe County Tourist Development Council ("TDC"), which has endorsed the recommendation, that
certain monies be allocated for promotion of an event by Event Contractor;
NOW THEREFORE, in consideration of the mutual promises contained herein, the parties
agree as follows:
1. Amount: County shall pay a sum not to exceed $18,015 (Eighteen Thousand and
Fifteen Dollars — TDC District I Funding Allocation) effective October 1, 2013 for promotion and
related expenditures, as described in the event budget, attached hereto as Exhibit "D", for production
of the Key West Art & Historical Society Cultural Event Series between October, 2013 and
September, 2014. Of this amount, no more than 30% or $4,594 shall be expended on advertising
media placement and production costs line item attributable to in -county placement. No
amendments shall be made to Exhibit "D" after approval of agreement. Payment will be made
only after Event Contractor submits invoices and support documentation acceptable to the County's
Finance Department. The advertising and promotion budget using county funding may be altered as
to the individual line items, or components, within 10% of the amount stated for that item or
component, without increasing the total dollar amount and without requiring a written amendment to
this agreement. The general non -allocated section of an Umbrella event budget shall not exceed 15%
of the total budget and may be utilized for unforeseen permissible expenditures and for those budget
lines that may require additional funds. Monroe County's performance and obligation to pay under
this agreement is contingent upon an annual appropriation by the County.
2. Duties of Event Contractor: Event Contractor shall provide promotion and related
services as described in the Schedule of Events, Exhibit "C", attached hereto. All advertising and
public relations services or supervision of advertising and public relations will be provided through the
contracted agencies of the TDC and County.
3. Invoicing: Event Contractor agrees to submit all invoices and support documentation as
required by the County's Finance Department rules and policies no later than November 29, 2014.
Event Contractor shall not be reimbursed nor will Event Contractor's vendors be paid directly
for any invoices received by the County after November 29, 2014, and the County shall not be
obligated to pay for any services provided by Event Contractor under this agreement if documentation
as noted above is not received on or before this expiration date. To be eligible for reimbursement, the
request for reimbursement and supporting documents (checks, invoices, credit card statements, bank
statements, etc.) must show that the items were paid for directly by the same entity named on the
contract with the County.
Key West Art & Historical Society Cultural Event Series 2013-2014
Cultural Umbrella Funding FY 2014
Contract ID#: 1230
4. Expiration of Agreement: This agreement expires on November 29, 2014 and the
County shall not be obligated to pay for any services provided by Event Contractor under this
agreement if documentation as noted above is not received on or before this expiration date.
5. Reimbursement to County: Event Contractor shall reimburse County for any amount of
funds expended by County in connection with an event which does not occur as a result of any act or
omission by Event Contractor.
6. Media rights: The TDC shall have the right to broadcast, rebroadcast, use, reproduce or
transmit for any purpose whatsoever, radio, television, pictures, sound, film and tape motion pictures
and still photographs paid by the County and TDC under this agreement.
7. Ownership: All advertising and promotion work performed under the agreement and
paid for by the County and TDC shall be the property of the County and TDC, for whatever use and/or
disposition the County and TDC may deem appropriate.
8. Indemnification and Hold Harmless: The Event Contractor covenants and agrees to
indemnify and hold harmless and defend Monroe County, its officers, employees and agents
including the Tourist Development Council and Visit Florida Keys from any and all claims for bodily
injury (including death), personal injury, and property damage (including property owned by Monroe
County) and any other losses, damages, and expenses (including attorney's fees) which arise out of,
in connection with, or by reason of the services provided by Event Contractor, or other activities and
funding associated with this agreement, except those losses or damages caused by County or its
agents.
9. Ethics Clause: The Event Contractor warrants that it has not employed, retained or
otherwise had act on its behalf, any former County office or employee in violation of Section 2 or
Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No.
10-1990. For breach or violation of the provision the County may, at its discretion terminate this
agreement without liability and may also, at its discretion, deduct from the agreement or purchase
price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration
paid to the former or present County officer or employee.
10. Claims and Venue: Event Contractor agrees to notify County immediately of any claims
suits, or action made against the Event Contractor that is related to the activity under this agreement,
and will cooperate with County in the investigation arising as a result of any action, suit, or claim
related to this agreement. Any legal proceedings arising out of this agreement shall be in accordance
with the laws of the State of Florida in the 16t Judicial Circuit for Monroe County; venue shall be in
Monroe County, Florida.
11. Severability: If any provision of this agreement shall be held by a Court of competent
jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby; and
each provision of this agreement shall be valid and enforceable to the fullest extent permitted by law.
12. Governing Law/Venue: This agreement shall be governed by and construed in
accordance with the laws of the State of Florida applicable to contracts made and to be performed
entirely in the State. In the event that any cause of action or administrative proceeding is instituted for
Key West Art & Historical Society Cultural Event Series 2013-2014
Cultural Umbrella Funding FY 2014
Contract ID#: 1230
N
the enforcement or interpretation of the agreement, the County and Event Contractor agree that
venue shall lie in the appropriate court or before the appropriate administrative body in Monroe
County, Florida. This agreement shall not be subject to arbitration.
13. Accounting and Records: Event Contractor shall maintain records pursuant to
generally accepted accounting principles for four (4) years after the event and shall permit County
and its agents and employees access to said records at reasonable times.
14. Termination of Agreement: County may terminate this agreement without cause by
providing written notice to Event Contractor, through its officer, agent, or representative, no less than
sixty (60) days prior to the event and may terminate for breach upon providing to Event Contractor,
through its officer, agent or representative, notice at least seven (7) days prior to the effective date of
the termination. Notice is deemed received by Event Contractor when hand delivered, delivered by
national courier with proof of delivery, or by U.S. mail upon verified receipt or upon the date of refusal
or non -acceptance of delivery.
15. Public Entities Crimes: A person or affiliate who has been placed on the convicted
vendor list following a conviction for public entity crime may not submit a bid on a contract to provide
any goods or services to a public entity, may not submit a bid on a contract with a public entity for the
construction or repair of a public building or public work, may not submit bids on leases of real
property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor
or consultant under a contract with any public entity, and may not transact business with any public
entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a
period of 36 months from the date of being placed on the convicted vendor list.
16. Logo: Logo Usage guidelines are attached to this contract as Exhibit "B". All
promotional literature and display advertising must display the "Florida Keys & Key West Come As
You Are" logo/trademark (as per attached logo sample). This logo/trademark was adopted by the
TDC and County in April, 2010.
In -County L000: The logo that includes the "Monroe County Tourist Development Council'
designation is to be utilized on in -county print newspaper and magazine ads, brochures, postcards,
pamphlets, programs, posters, banners (hanging and displayed outdoors), and digital advertising on
websites, website links, pre roll video, banners, mobile and email blasts. Radio commercials should
include "Brought to you by The Monroe County Tourist Development Council'. To seek approval,
clarification and/or logo in electronic format (eps or jpg file), contact Jessica Taylor -Smith or John
Underwood with Tinsley Advertising at 305-856-6060.
Out of County Logo: The logo that does NOT include the "Monroe County Tourist Development
Council' designation is to be utilized in out -of -county newspapers and magazines, brochures,
postcards, pamphlets, programs, posters, and digital advertising on websites, website links, pre roll
video, banners, mobile and email blasts. Radio commercials should include "Brought to you by The
Monroe County Tourist Development Council'. To seek approval, clarification and/or logo in electronic
format (eps or jpg file), contact Jessica Taylor -Smith or John Underwood at Tinsley Advertising at
305-856-6060.
Key West Art & Historical Society Cultural Event Series 2013-2014
Cultural Umbrella Funding FY 2014
Contract /DA 1230
3
17. Permits: The Event Contractor will secure all required permits, licenses and shall pay
all appropriate business taxes.
18. Assignment: The Event Contractor shall not assign, transfer, convey, sublet or
otherwise dispose of this agreement, or of any or all of its right, title or interest therein, or his or its
power to execute such agreement to any person, company or corporation without prior consent of the
County.
19. Modification: Any changes to this contract may be made only by written mutual
agreement, recommended by the TDC and approved by the County.
20. Non Occurrence of Event: The Event Contractor shall give written notice to the Monroe
County Tourist Development Council if it is found necessary to cancel an event. The notice shall
contain the reason for the cancellation. If the event does not take place for any reason under control
of Event Contractor, then Event Contractor agrees to refund to the County any amounts already paid
to them under this agreement, and relieve the County from any further payments.
21. Laws and Regulations: Any and all services, materials and equipment shall comply fully
with all Local, State and Federal laws and regulations.
Tax.
22. Taxes: The County and TDC are exempt from Federal Excise and State of Florida Sales
23. Finance Charges: The County and TDC will not be responsible for any finance charges.
24. Relation of County/TDC: It is the intent of the parties hereto that the Event Contractor
shall be legally considered as an independent contractor and that neither it nor its employees shall,
under any circumstances, be considered servants or agents of the County and TDC, and the County
and TDC shall at no time be legally responsible for any negligence on the part of said Event
Contractor, its employees or agents, resulting in either bodily or personal injury or property damage to
any individual, firm or corporation.
25. Disclosure: The Event Contractor shall be required to list any or all potential conflicts
of interest, as defined by Florida Statutes Chapter 112 and Monroe County Code. The Event
Contractor shall disclose to the County and TDC all actual or proposed conflicts of interest, financial
or otherwise, direct or indirect, involving any client's interest which may conflict with the interest of the
County and TDC.
26. Compliance with Laws - Nondiscrimination: The Event Contractor, shall comply with all
federal, state and local laws and ordinances applicable to the work or payment for work thereof, and
shall not discriminate on the grounds of race, color, religion, sex, age or national origin in the
performance of work under this agreement. This agreement shall be subject to all federal, state and
local laws and ordinances.
27. Security Protection: The Event Contractor agrees to provide adequate security for the
event. No TDC funds will be used for this purpose.
Key West Art & Historical Society Cultural Event Series 2013-2014
Cultural Umbrella Funding FY 2014
Contract ID#. 1230
4
28. Authority: Each of the signatories for the Event Contractor below certifies and warrants
that: a) The Event Contractor's name in the agreement is the full name as designated in its corporate
charter, and b) they are empowered to act and execute the agreement for the Event Contractor and
c) this agreement has been approved by the Event Contractor's governing board.
29. Miscellaneous: As used herein, the terms "contract" and "agreement" shall be read
interchangeably.
30. Breach and Penalties: The parties agree to full performance of the covenants contained
in this agreement, and the County reserves the right at its discretion, provided such breach is
material, to terminate this agreement for any misfeasance, malfeasance or nonperformance of the
agreement terms or negligent performance of the agreement terms by the Event Contractor.
31. Notice: Any notice required or permitted under this agreement shall be in writing and
hand delivered, emailed or mailed, postage prepaid, to the other party by certified mail, returned
receipt requested to the following:
For Grantee: Michael Gieda
281 Front Street
Key West, FL 33040
For Grantor: Lynda Stuart
Monroe County Tourist Development Council
1201 White Street, Suite 102
Key West, FL 33040
And
Cynthia Hall, Asst. County Attorney
P.O. Box 1026
Key West, FL 33041-1026
32. Force Majeure: The Event Contractor shall not be liable for delay in performance or
failure to perform in whole or in part, the services due to the occurrence of any contingency beyond
its control or the control of any of its subcontractors or suppliers, including labor dispute, strike, labor
shortage, war or act of war whether an actual declaration thereof if made or not, insurrection,
sabotage, riot or civil commotion, act of public enemy, epidemic, quarantine restriction, accident, fire,
explosion, storm, flood, drought or other act of God, act of any governmental authority, jurisdictional
action, or insufficient supply of fuel, electricity, or materials or supplies, or technical failure where the
Event Contractor has exercised reasonable care in the prevention or mitigation of damages and
delay, any such delay or failure shall not constitute a breach of the agreement. Upon demand of TDC
or County, the Event Contractor must furnish evidence of the causes of such delay or failure. County
shall not pay for any services or activities, promotional or otherwise, connected with an event
produced after the date(s) described in paragraph 1.
33. Entire Agreement: The parties agree that the agreement above constitutes the entire
agreement between the County and Event Contractor.
Key West Art & Historical Society Cultural Event Series 2013-2014
Cultural Umbrella Funding FY 2014
Contract ID#. 1230
5
IN WITNESS WHEREOF, the parties have executed this agreement, effective the day and year first
(CORPORATE SEAL)
Attest:
By
Secretary
Print Name
Board of County Commissioners
of Monroe County
Mayor/Chairman
Key West Art and Historical Socie ,
Inc.
Vi Ci!Oresiden _
�o� N �
Print Name
Date:
OR TWO WITNESSES (only necessary when President does NOT sign)
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pq-'P- ��2iGr-�- Gt vv� vtoLA.
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Print Name Print Nam
Date: q' 1 ` "13
CO : i wd 6z lno £iot
Key West Art & Historical Society Cultural ff"C3 24
Cultural Umbrella Funding FY 2014 ` ��{
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Contract ID#: 1230
Date: -� — / , — 13
MONR E COUNTY ATTORLSIV
AP VE oV
C NTHIA Li. -,ALL
ASSISTANT OUP TY�R� EY
Date
M.
EXHIBIT A
Acceptable Event Marketing Expenses for Cultural Events
Within the Cultural Umbrella events funding category, the allocation received by the Event Contractor
is to be spent on the list of items that have been approved. Only the TDC expenses listed below may
be included in the proposed budget. The following are the only acceptable expenses:
Media Placement & Production Costs: Newspapers and magazines (inserts will also be
considered); radio; and TV. The TDC will pay for the following digital advertising on websites,
website links, pre roll video, banners, mobile and email blasts. Digital advertising links may go to the
event website. The TDC Logo must be placed on all print, TV, websites, pre roll video, banners and
email blasts. Radio advertising does not require the logo but all radio announcements must say
"Brought to you by the Monroe County Tourist Development Council". No payment will be made for
development or operations (hosting) of websites. No more than 30% of the Media Placement and
Production Costs line item shall be expended on advertising media costs attributable to in -county
placement.
Promotional Sians: Posters and banners (hanging and displayed outdoors).
Promotional Items: T-shirts and hats*.
*Sales/Resale of TDC funded items: Items funded, including creative and resulting work product,
by the BOCC/TDC, in accordance with Florida Public Records Law, are owned by the BOCC/TDC
and as such may not be sold.
Direct Mail Promotions: Brochures/postcards and pamphlets including postage/shipping. This is a
direct mail promotional brochure/postcard/pamphlet utilized for pre -event advertising.
Programs/Play Bills: TDC will pay up to fifty percent (50%) of the cost of production and printing of
an event program/play bills showing scheduled activities and information on the event, as outlined in
contract budget.
Public Relations MR): Print and electronic public relations materials for distribution to media, such
as, but not limited to, press releases, public service announcements, photography and videography
as approved by the public relations agency of record. Only permissible PR material produced by the
TDC agency of record and/or a professional public relations agency shall be acceptable.
In -House Production: In-house production of any permissible expenditure will not be considered for
reimbursement.
Event Marketing Reimbursement: TDC will only consider reimbursement of permissible marketing
expenditures that highlight the special event versus the regular programming of a business,
organization or the facility.
Amendments to Contract Budgets: No amendments to the line item budget will be permitted after
the contract has been reviewed and approved.
Key West Art & Historical Society Cultural Event Series 2013-2014
Cultural Umbrella Funding FY 2014
Contract ID#: 1230
7
EXHIBIT B
Logo/Acknowledgement Usage Guidelines For Cultural Events
Color ads four (4) color processing printing
Black & white ads shall include the Florida Keys and Key West logo in high resolution
Use on all printed material as listed under the Acceptable Event Marketing Expenses list
TV: logo must appear at the conclusion of commercial
Hats and t-shirts: must carry the "The Florida Keys & Key West" logo
Radio Advertising: No logo is required. All radio announcements must say "Brought to you by the
Monroe County Tourist Development Council'
In -County Logo
The logo below indicating the "Monroe County Tourist Development Council' designation is to be
utilized on in -county print newspaper and magazine ads, brochures, postcards, pamphlets, programs,
posters, banners (hanging and displayed outdoors), and digital advertising on websites, website links,
pre roll video, banners, mobile and email blasts. Radio commercials should include "Brought to you
by The Monroe County Tourist Development Council'. To seek approval, clarification and/or logo in
electronic format (eps or jpg file), contact Jessica Taylor -Smith or John Underwood with Tinsley
Advertising at 305-856-6060.
The
FloriddKeys
& KeYomedS�est
you are
i O64 COUNTY TOURIST WELOPMENTCOUNCIL
Out -of -County Logo
The logo below that does NOT include the "Monroe County Tourist Development Council' designation
is to be utilized out -of -county newspapers and magazines, brochures, postcards, pamphlets,
programs, posters, and digital advertising on websites, website links, pre roll video, banners, mobile
and email blasts. Radio commercials should include "Brought to you by The Monroe County Tourist
Development Council'. To seek approval, clarification and/or logo in electronic format (eps or jpg file),
contact Jessica Taylor -Smith or John Underwood at Tinsley Advertising at 305-856-6060.
The
FloriddKeys
& Key St
1. 0: come as you are
Key West Art & Historical Society Cultural Event Series 2013-2014
Cultural Umbrella Funding FY 2014
Contract ID#: 1230
E:3
EXHIBIT C
MONROE COUNTY TOURIST DEVELOPMENT COUNCIL
CULTURAL UMBRELLA
SCHEDULE OF ACTIVITIES
FISCAL YEAR 2014
EVENT NAME: Key West Art and Historical Society Cultural Event Series 2013-2014
List scheduled event activities in Monroe Countv in date order
Activity
Month Event Occurs
Number of Days
Exhibit on Hem./Guy Harvey
Oct - Nov
60
Exhibit on KW Industries
Oct - Dec
90
Exhibit on KW Collections
Dec - Mar
90
Exhibit/Prog feat. T. Williams
Dec - Mar
90
History Lecture Series
Dec - Apr
13
Music Series
Jan - Mar
4
Exhibit feat. Marky Pierson
Mar - Jun
90
Exhibit feat. Will Fernendez
Jun - Sep
90
EXHIBIT D
CULTURAL UMBRELLA EVENT BUDGET - FISCAL YEAR 2014
APPLICANT IS ADVISED PRIOR TO COMPLETING THIS BUDGET TO REFER TO THE FUNDING APPLICATION
SHOWING THE ALLOWABLE MARKETING EXPENSES THAT WILL BE CONSIDERED FOR REIMBURSEMENT
THERE WILL BE NO AMENDMENTS TO THIS BUDGET (EXHIBIT D) AFTER BOCC APPROVAL OF AGREEMENT
Key West Art & Historical Society Cultural Event Series 2013-2014
EVENT NAME
*MEDIA PLACEMENT & PRODUCTION COST:
(Only 30% of this line item may be spent on in -county advertising)
$15,313
PROMOTIONAL SIGNS:
$0
PROMOTIONAL ITEMS:
$0
DIRECT MAIL PROMOTIONS:
$0
PROGRAMS/PLAY BILLS:
$0
PUBLIC RELATIONS:
$0
**GENERAL NON -ALLOCATED:
$2,702
TOTAL
$18,015
*No more than 30% of the Media Placement and Production Costs line item shall be expended on
advertising media costs attributable to in -county placement (see Exhibit A of Application).
**The General Non -Allocated line item should not exceed 15% of the total funding allocation, and may
only be utilized for acceptable event marketing expenses (see Exhibit A of application).
Actual expenditures may deviate no more than 10% from the budgeted line items noted above.
TDC will only consider reimbursement of permissible marketing expenditures that highlight the special
event versus the regular programming of a business, organization or the facility.
Y V� S-T
ART&
HISTORICAL•
RE: Board First Vice President Signature
To whom it may concern,
The president of KWAHS's board, Karen Schlevelbein, was unable to physically sign the
necessary documents required for this grant submission as they are currently out of town
for an extended period of time. The First Vice President, John Bollinger, signed in her
absence as `Acting President'.
Sincerely,
r
V
Michael F. Gieda
Executive Director
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Lighthouse & Keeper's Quarters
Custom House Museum
Fort East Maitcllo Museum
Museum
KWAHS Administration
3501 south R(N),4evelt Blvd.
938 Wliitehwd Street
231 Front street
Key Wem, H. 33040
Key West, FL. 330LIO
Key Woo,1-133040
305,296.6206
305.294.0012
305 295.6616 telephone • 305.295.6649 fax
www.kwahs.org
i
Ll
BYLAWS
OF THE
KEY WEST ARC' & t wofucm. Socww, Inc.
Article I
Name, Purpose, and Mission
1. Name. The name of the organization is the Key West Art & Historical Society, Inc. (the
'Society").
2. Purpose. The Society is formed exclusively for charitable and educational purposes
within the meaning of section 501(c)(3) of the Internal Revenue Code or the
�correspondnYg provison of any future United States tnitmat Revemie taw. T'he Society
shah not cant' on any other activities not permitted to be carried on by an organization
exempt from federal and state income tax under section 501 (c)(3) of the Internal
Revenue Code or the corresponding provision of any future law.
3. Mission. In furtherance of the aforementioned charitable and educational purposes, the
Society's mission is to promote the humanities, art, and history of the Florida Keys by
educating the public, and by collecting, preserving, and exhibiting significant art, artifacts,
and historical properties.
Article 11
Board of Directors
1. Composition. The Society shall have a Board made up of no fewer than nine and no
more than twenty-one Directors. Directors shall serve in their Director roles without
compensation.
2. Eftction. Directors shall be elected at a regular or special meeting of the Board. The
Nominating Committee shall select the candidates and disclose them to the full Board in
writing at least one week in advance of any election. At the election, each Director may
cast one vote for each candidate. Those candidates receiving a vote of the majority of the
Board present at the meeting shall be elected to serve on the Board. Candidates must be
current members of Key West Art & Historical Society.
3. Terms and Removal. Directors shall serve for terms of three years. The terms of the
Directors shall be staggered, and no Director may serve more than two consecutive
terms. Directors shall hold office until he or she resigns, is removed, or is otherwise
disqualified to serve, or until his or her successor has been elected or appointed and
qualified, whichever occurs first. A Director may be removed by a two-thirds vote of the
Directors, or may, at the discretion of the President, be deemed to have resigned their
position if they fail to attend three consecutive Board meetings. The Board may fill
vacancies via the Nominating Committee and Board election process at any regular or
special meeting of the Board. Each Director so appointed shall hold office for the
remainder of the unexpired term and be eligible to for election to two more full terms.
4. Duties. It shall be the duty of the Board to:
a. Establish overall policies and goals of the Society consistent with its mission,
and continually monitor and examine, and revise when necessary, the
Society's short and long-term goals and the plans for obtaining such goals;
b. Safeguard the tangible and intangible assets and the finances of the Society,
and review, approve, and monitor the annual operating budget, and monitor the
endowment;
c. Appoint and remove, and fix the compensation of, the Executive Director of the
Society;
d. Meet at such times and places as required by these Bylaws;
e. Fully disclose to the Board, and cause to be entered into the Minutes, any
f nancial or personal interest whatever they may have in any matter being
voted upon; and
f. Perform any and all other duties imposed on them collectively or individually by
law, by the Articles of Incorporation, or by these Bylaws.
6. Meetings. The Board shall meet at least four times each year, at times and locations
determined by the President. Meetings may be conducted by electronic means so long as
® the statements given by any one Director can be heard and understood by all the other
Directors. The President of the Board may call special meetings when he/she deems it in
the best interest of the Society.
6. Notice. At least one week prior to any meeting, notice shall be given by the Society to
each Director at their addresses as they appear in the records of the Society. Such notice
may be given personally, by first class mail, by e-mail, or by facsimile machine and shall
state the time and location of the meeting, and the business to be transacted at such
meeting. Directors may waive notice requirements.
7. Quorums and Voting. The presence of more than half of the Directors shall constitute
a quorum. Except as otherwise provided by the Articles of Incorporation, these Bylaws, or
provisions of law, no business shall be considered by the Board at any meeting at which
the required quorum is not present, and the only motion which the Chair shall entertain at
such meeting is a motion to adjourn. Unless specified by the Articles of Incorporation,
these Bylaws, or by provisions of law, a majority vote of those present and voting is
required to authorize Board actions or resolutions.
8. Written Consent in Lieu of Meetings. Any action required by the Articles of
Incorporation, these Bylaws, provisions of law, or which otherwise may be taken at a
meeting of the Board, may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by all of the Directors entitled to vote with respect to the
subject matter of such consent, or all Directors in office, and filed with the Secretary of the
Society.
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a
9. Conduct of Meetings. Meetings of the Board shall be governed by a Chair who shall
be the President of the Board of the Society; or, in his/her absence, by the First or Second
Vice President of the Board (in that order of availability). In the absence of each of these
persons, the Chair shall be chosen by a majority of the Directors present at the meeting.
10. Honorary or Lifetime Directors. The Board may elect honorary or lifetime Directors,
who shall serve in ex officio capacities (i.e., attend and participate in meetings, but with no
voting rights).
Article III
Officers
1. Elections. The Officers shall be President, First Vice President, Second Vice
President, Secretary, and Treasurer. All Officers shall be members of the Board. The
Board shall elect Officers at a regular or special meeting, and any vacancies may be filled
by election at any regular or special meeting of the Board. Officers shall be elected for
terms of two years, and shall serve no more than two consecutive terms. An Officer may
be elected to hold more than one office at time, except that the President shall not hold
more than one office. Officers may be removed by a two-thirds vote of the Directors.
2. President The President shall convene regularly scheduled Board meetings; preside
or arrange for other members of the Executive Committee to preside at each meeting;
serve as an ex officio or regular member of all committees (but need not attend all
Committee meetings); preside at -general membership meetings and Executive
Committee meetings; and, with the Executive Director, report on the past year's activities
at general membership meetings. The President will also perform such other duties as
are incident to the office or are properly required of the President by the Board.
3. Vice -Presidents. The First Vice -President shall assume the duties of the President in
the event of the latter's absence, incapacity to serve, or resignation. The Second Vice -
President shall assume the duties of the officer preceding him/her in the event of the
latter's absence, incapacity to serve, or resignation.
4. Secretary. The Secretary shall ensure the retention of records of Board actions and the
recording of minutes at all Board meetings.
5. Treasurer. Working with the appropriate staff (e.g., the Executive Director and/or the
Chief Financial Officer), the Treasurer shall present interim financial reports at each Board
meeting, present a complete report to the Board at the end of each fiscal year, chair the
Finance Committee, assist in the preparation of the annual budget, and as necessary sign
grant applications or other financial documents for the Society.
Article IV
Board Committees
1. Executive Committee. The Executive Committee consists of the Officers of the Board,
and may include the past president, if appropriate and approved by the current President.
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In consultation with Executive Director, the Executive Committee shall provide executive
oversight of the Society and set the agenda for Board meetings. The Executive
Committee shall also evaluate the performance of the Executive Director, including
recommending any salary adjustments to the full Board for approval. The Executive
Committee may exercise all of the delegable powers of the Board, unless the Board
prescribes specific restrictions, but it shall have no authority to fill vacancies on the Board;
amend or repeal the Bylaws or adopt new Bylaws; or hire or fire the Executive Director.
2. Finance and Audit Committees. The Finance Committee shall consist of the
Treasurer, who shall serve as the chair of the committee, and at least three other
members. The Finance Committee shall work with staff to develop and review fiscal
procedures; review the annual budget with staff and present the annual budget to the
Board for its approval; submit reports to the Board on at least a quarterly basis, showing
income, expenditures and pending income; and arrange for and obtain an independent an
annual review or audit of the Society's financial statements in accordance with state and
federal requirements. The President may appoint an audit committee, which shall include
at least one financial expert who is not a Board member, and which shall not include any
Officers of the Board, to meet with the auditor and to satisfy themselves that the financial
affairs of the Society are in order.
3. Nominating Committee. The Nominating Committee shall be responsible for
developing and nominating candidates for election to the Board, and for planning for
board training and leadership development. The Nominating Committee may only
nominate as many candidates as there are available open Board positions, but need not
® fill all open positions. All candidates shall have been previously informed of the duties and
responsibilities of Board members, and shall have consented to nomination. Board
members seeking reelection may not participate in the selection of candidates for election
to the Board.
4. Collections Committee. The Collections Committee shall operate in accordance with
the Society's acquisitions and de -accessioning policy and shall make recommendations to
the Board accordingly.
5. Committee Reports and Recommendations. All Committees shall report on their
activities and make any recommendations for action that requires Board approval at
Board meetings.
6. Committee Composition. The President shall appoint members of the Committees.
Except as provided herein or by provisions of law, members of these committees may be
Directors, staff, or interested individuals from the community at large. Chairs of
Committees must be Board members or staff appointed by the President. The Board
President is an ex officio or regular member of all committees, except any audit
committee. The President may create other standing or ad hoc committees with such
powers as he or she deems appropriate. The President may also invite members of the
public to serve on one or more ad hoc or standing Advisory Councils, whose functions
shall be to advise the Directors and the Executive Director in regard to long-term
directions, growth and development, and community needs.
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Article V
Executive Director
1. Executive Director. The Executive Director shall be responsible for the day-to-day
operations of the Society subject to the policies set by the Board or as required by law;
attend and participate in Board and Executive Committee meetings and may attend and
participate in all other Committee meetings; ensure that meeting announcements and
copies of minutes and the agenda are distributed to each Director in a timely mann4r,'
make appropriate and/or required financial information available to Directors and the
public; ensure that corporate records are maintained; and generally oversee the staff and
the proper operations of the Society. The Executive Director is authorized to sign checks
and enter into all necessary contracts or other obligations on behalf of the Society subject
to the approval limits set by the Board.
Article VI
Miscellaneous Provisions
1. Fiscal Year. The fiscal year of the Society shall be April 1 through March 31.
2. Members. The Society has no voting members, but the Executive Director may
authorize non -voting classes of members.
3. No Private Inurement. The Society is not organized nor shall it be operated for the
primary purpose of generating pecuniary gain or profit. The Society shall not distribute any
gains, profits or dividends to the Directors, Officers, or Members thereof, or to any
individual, except as reasonable compensation for services actually performed in carrying
out the Society's charitable and educational purposes. The property, assets, profits and
net income of the Society are irrevocably dedicated to charitable and educational
purposes no part of which shall inure to the benefit of any individual.
4. Lobbying Restrictions. No substantial part of the activities of the Society shall consist
of the carrying on of propaganda or otherwise attempting to influence legislation, and the
Society shall not participate in, or intervene in, any political campaign on behalf of any
candidate for public office. Provided, however, that this provision shall not apply to such
activities to the extent the Society has made an election pursuant to and remains in
compliance with the restrictions of Section 501(h) of the Internal Revenue Code.
5. Dissolution. The Society may be dissolved upon the adoption of a plan to dissolve in
the manner now or hereafter provided in the Florida Statutes. In the event of dissolution of
the Society, no liquidating or other dividends and no distribution of property owned by the
Society shall be declared or paid to any private individual, but the Board of Directors shall,
after paying or making provisions for the payment of all of the legitimate liabilities of the
Society, dispose of all of the assets of the Society exclusively for the purposes of the
Society in such manner or to such organization or organizations which are organized and
operated exclusively for charitable, scientific or educational purposes as shall at the time
qualify as an exempt organization or organizations under section 501(c)(3) of the Internal
Revenue Code, as the Board of Directors shall determine.
6. Emergency Provisions. During an emergency as defined in Florida Statutes
(Corporations Not For Profit) 617.0207, the Executive Director, with consultation with as
5
many Directors as may be contacted, may without a quorum requirement or meeting take
emergency actions that would otherwise require regular Board approval but which are
deemed in good faith necessary to preserve the finances and assets of the Society. Such
emergency actions must be subsequently rated by the Board.
7. Amendments. The Bylaws may be amended by a two-thirds vote of the Directors
present at any meeting, provided that the proposed amendment(s) hasthave been
submitted to the Board, in writing, at least one week prior to the meeting date. However,
sections VIA VIA, and VI.5 may only be amended by a unanimous vote of all of the
Directors.
APPROVED: March 21, 2012 by the Board of Directors of the Key West Art and
Historical Society, Inc.
E