Item D1BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: MARCH 18, 2015 Division: TDC
Bulk Item: Yes X No _ Department:
Staff Contact Person/Phone #: Maxine Pacini
296-1552
AGENDA ITEM WORDING:
Approval of an Amendment to Agreement with Monroe Council of the Arts d/b/a Florida Keys
Council of the Arts to exercise option to extend Agreement for two additional years to allow
the Council of the Arts to continue to act as a countywide Cultural Umbrella to make
recommendations to the TDC and County concerning funding for tourism related cultural
activities.
ITEM BACKGROUND:
Our current agreement with Florida Keys Council of the Arts expired on September 30, 2014.
The TDC wishes to exercise option to extend for two (2) additional years.
The extension to this agreement was inadvertently prepared beyond the initial contract term.
This extension is retroactive to October 1, 2014.
TDC to approve same at their meeting of March 17, 2015.
PREVIOUS RELEVANT BOCC ACTION:
BOCC approved original Agreement at their meeting of July 20, 2011.
CONTRACT/AGREEMENT CHANGES:
Amendment to extend for two (2) additional years
STAFF RECOMMENDATIONS:
Approval
TOTAL COST: NO COST BUDGETED: Yes X No
COST TO COUNTY: $ NO COST SOURCE OF FUNDS: TDC
REVENUE PRODUCING: Yes X No AMOUNT PER MONTH Year
APPROVED BY: County Atty X OMB/Purchasing X Risk Management X
DOCUMENTATION:
DISPOSITION:
Revised 11/06
Included X Not Required
AGENDA ITEM #
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Monroe Council of the Contract # 872
Arts d/b/a Florida Keys Effective Date: 10/1/14
Councilof the Arts
Expiration Date: 9/30/16
Contract Purpose/Description:
Approval of an Amendment to Agreement with Monroe Council of the Arts d/b/a
Florida Keys Council of the Arts to exercise option to extend Agreement for two
additional years under the same terms and conditions
Contract Manager: Maxine Pacini
(Name)
for BOCC
on 3/18/15
Total Dollar Value of Contract:
Budgeted? Yes® No ❑
Grant: $
County Match: $
3523 TDC # 3
(Ext.) (Department/Stop #)
Deadline 3/3/15
CONTRACT COSTS
NO COST
Account Codes
Current Year Portion: $
See Attached List
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (eg. maintenance, utilities, jan
CONTRACT REVIEW
Changes
Date In
Division Director Z 2 i 5�
Needed Reviewer
Yes[:] No� �_— ✓Z
Risk Management ��
��
Yes❑ Nd
a
O.M.B./Purchfsing
Yes❑ No[g
County Attorney
Yes❑ No[ C. Limbert-Barrows
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Date Out
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CULTURAL UMBRELLA GENERIC ADVERTISING
AMENDMENT Ost AMENDMENT) TO AGREEMENT
THIS AMENDMENT to agreement dated the day of 2015, is entered into by
and between the Board of County Commissioners for Monroe County, a political subdivision of
the state of Florida (County), on behalf of the Tourist Development Council (TDC), and the
Monroe Council of the Arts d/b/a Florida Keys Council of the Arts (Provider).
WHEREAS, there was an agreement entered into on July 20, 2011 between the parties,
for Provider to act as a countywide Cultural Umbrella to make recommendations to the TDC
and County concerning funding for tourism related cultural activities; and
WHEREAS, the original agreement with Provider provides an option to extend the
agreement under the same terms and conditions for an additional term of two years; and
WHEREAS, pursuant to F.S. 119.071, new public records language is now required and
added in compliance with the statute;
NOW, THEREFORE, in consideration of the mutual covenants contained herein the
parties agree to the amended agreement as follows:
1. Paragraph 1 of the agreement shall read: TERM: The agreement shall expire on
September 30, 2016.
2. Paragraph 21 shall be added as follows: RECORDS- ACCESS AND AUDITS: Pursuant to
F.S. 119.0701, Contractor and its subcontractors shall comply with all public records laws of the
State of Florida, including but not limited to:
(a) Keep and maintain public records that ordinarily and necessarily would be required by
Monroe County in order to perform the service.
(b) Provide the public with access to public records on the terms and conditions that Monroe
County would provide the records and at a cost that does not exceed the cost provided in
Florida Statutes, Chapter 119 or as otherwise provided by law.
(c) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law.
(d) Meet all requirements for retaining public records and transfer, at no cost, to Monroe
County all public records in possession of the contractor upon termination of the contract and
destroy any duplicate public records that are exempt or confidential and exempt from public
records disclosure requirements. All records stored electronically must be provided to Monroe
County in a format that is compatible with the information technology systems of Monroe
County.
3. The remaining provisions of the contract dated July 20, 2011 remain in full force and effect.
Amendment # 1
Cultural Umbrella Agreement
Contract #: 872
IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year
first above written.
(SEAL)
Attest: Amy Heavilin, Clerk
Deputy Clerk
(CORPORATE SEAL)
Attest:
By.
Secretary
Print Name
(1)
Print Name
Date
Amendment #1
Cultural Umbrella Agreement
Contract #: 972
Board of County Commissioners
of Monroe County
Mayor/Chairman
Monroe Council of the Arts Corporation dAga/ Florida
Keys Council of the Arts
Print Name
AND TWO WITNESSES
(2)�tn 01
(2) L'(wcc� �
Print Name
(2) �-/ '� / 15
Date
MONROE COUNTY ATTORNEY
�r4PP'R 1V El) A TO i CRM: ��Qtd.�' �1.�RROWSHR iN M. IJiJ�3ERT
ASSISTAN1 GOU rY ATTORNEY
Date
' • CULTURAL UMBRELLA CONTRACT
THIS CONTRACT is entered into thisM day of 2011, by and between Monroe County, a political
subdivision of the state of Florida, ("County") and Ae Nknroe Council of the Arts Corporation d/b/a Florida
Keys Council of the Arts.
WITNESSETH:
WHEREAS, cultural tourism is travel directed towards experiencing the arts, heritage, history, foods, ethnicity,
architecture and natural environment that contributes to the special character of a place; and
WHEREAS, County desires to contract with Florida Keys Council of the Arts so that the Florida Keys Council
of the Arts will act as a countywide Cultural Umbrella to make recommendations to the Monroe County Tourist
Development Council (TDC) and County concerning funding for tourism related cultural activities; and
WHEREAS, Florida Keys Council of the Arts is qualified and able to act as a Cultural Umbrella organization
and to provide these recommendations;
NOW, THEREFORE, the parties agree as follows:
1. Term: The term of this contract is for a three year period commencing October 1, 2011 and terminating
September 30, 2014. Upon the recommendation of the TDC, the County may exercise an option for an
additional two (2) years upon giving written notice to the Florida Keys Council of the Arts no less than sixty
(60) days prior to September 30, 2014. Monroe County's performance and obligation to pay under this
contract, is contingent upon an annual appropriation by the County.
2. Scope of Services: Florida Keys Council of the Arts will provide the following services:
a. Florida Keys Council of the Arts shall administer TDC policies and procedures which will distribute
on an equitable district -wide percentage basis those monies recommended for all TDC qualified
cultural events. The Florida Keys Council of the Arts will accept applications for the events on an
annual basis.
b. Florida Keys Council of the Arts shall advertise the availability of the Cultural Umbrella program
through which event coordinators may apply for promotional funding. The advertisement shall be
placed at a minimum, in a newspaper of general circulation, in each of the three primary areas of the
County, to wit: Lower Keys, Middle Keys and Upper Keys. The advertisement shall give notice of
the availability of funding, the restriction of such funding to promotional expenditures, and any other
information which the Florida Keys Council of the Arts deems necessary to conduct the Cultural
Umbrella program. The Florida Keys Council of the Arts may place the advertisements and be
reimbursed pursuant to paragraph 3, or may request the TDC to place the advertisements and pay the
newspapers directly by providing details in writing.
c. Florida Keys Council of the Arts shall conduct at least three (3) workshops each year, one per area
of the release of the request for application, to explain the application process to all potential
applicants.
d. All meetings related to the administration of the Cultural Umbrella shall be open to the public and
properly noticed, in conformity with the same rules as required for all governmental meetings under
F.S. 286.011.
e. The TDC administrative office shall receive a copy of the agenda of any Cultural Umbrella
meetings/workshops at least seven (7) days prior to said meeting/workshop.
Cultural Umbrella Agreement commencing FY 2012
IN 872
f. Florida Keys Council of the Arts shall recommend funding for events in each district proportionate
to the total revenues generated by each district, up to the maximum allocated by the County for
cultural events in any given fiscal year as outlined in paragraph 3(a), below. If the Cultural
Umbrella does not allocate all the funds earmarked for direct event funding within a district, the
remaining funds shall be allocated and utilized to advertise that specific district as recommended by
the Cultural Umbrella.
g. Upon the request of the TDC, Florida Keys Council of the Arts shall be required to provide a
representative at a public meeting to address Cultural Umbrella issues and/or make a presentation.
h. The recommendations of the Cultural Umbrella Committee shall be submitted to the TDC for
consideration prior to adoption of TDC annual budget each year, but Florida Keys Council of the
Arts has no final authority to require TDC to adopt its recommendations. TDC will then make
recommendations to the County for allocation of funds and contracts with each individual recipient.
i. Florida Keys Council of the Arts shall make recommendations to the TDC by those members who
shall sit on the Cultural Umbrella Recommendation Committee. There shall be five (5) members,
one each representing the five TDC districts. Recommended appointments will be approved by the
TDC. Any subsequent changes to the Recommendation Committee shall be provided in writing to
the TDC administrative office for approval by the TDC.
j. Florida Keys Council of the Arts shall not receive any administration compensation, directly or
indirectly, out of the TDC Cultural Umbrella funds.
k. Florida Keys Council of the Arts shall make recommendations for changes in TDC policies
pertaining to the Cultural Umbrella as it deems appropriate and shall submit such recommendations
for TDC and County approval.
3. Fundina:
a. The County shall allocate from tourist development tax funds, an amount not to exceed Seven
Hundred and Forty Five Thousand and Eight Hundred dollars ($745,800.00) for the contract year
ending September 30, 2012, of which no less than thirty per cent (30%) will be spent on generic
cultural advertising. For each of the remaining years, under the contract, County shall allocate from
tourist development tax funds such amounts as are established within the TDC budget approved by
the County prior to each fiscal year. The budget for period ending September 30, 2012 is attached
hereto as Exhibit A and incorporated herein. Monroe County and TDC will fund, through its
Advertising and Public Relations agencies of record, costs of promotion and advertising of cultural
events: (1) directly to vendors upon receipt of properly approved invoices or (2) reimburse the event
coordinator upon receipt of properly approved paid invoices and evidence of payment, subject to
availability of funds.
b. No salary, bonus, or other compensation will be paid directly or indirectly out of the County's
Cultural Umbrella funds, and no Cultural Umbrella funds shall be used in the computation of any
salary, bonus or other compensation to any person.
c. Administrative costs, including but not limited to salaries, transportation costs, and mailing were
previously paid by the predecessor contractor and therefore pursuant to County Resolution No. 316-
2001, shall be borne entirely by the Florida Keys Council of the Arts.
d. There shall be no action by Florida Keys Council of the Arts which has the effect of reducing in
anyway the amount of TDC and Florida Keys Council of the Arts money used for advertising,
promotion or any programs of either entity.
4. Termination: The contract may be terminated by either party with or without cause with 120 days prior
written notice.
5. Accounting: Records of the Florida Keys Council of the Arts pertaining to this contract shall be kept
pursuant to generally recognized accounting principles, acceptable to Monroe County, and shall be available to
Cultural Umbrella Agreement commencing FY 2012
ID# 872
the County or to an authorized representative for audit, or for records made available pursuant to Chapter 119,
Florida Statutes.
6. Modification: Additions to, modification to or deletions from the provisions set forth in this contract
shall be effective only in writing and approved by the parties.
7. Indemnification and Hold Harmless: The Florida Keys Council of the Arts agrees to indemnify and hold
Monroe County and the Monroe County Tourist Development Council harmless for any and all claims, liability,
losses and causes of action which may arise out of its fulfillment of the contract. It agrees to pay all claims and
losses, including related court costs and reasonable attorney's fees, and shall defend all suits filed due to the
negligent acts, errors or omissions of the Florida Keys Council of the Arts employees and/or agents.
8. Taxes: The County and TDC are exempt from federal excise and State of Florida sales and use tax.
9. Finance Charges: The County and TDC will not be responsible for any finance charges.
10. Relationship: It is the intent of the parties hereto that the Florida Keys Council of the Arts shall be
legally considered as an independent contractor and that neither it nor its employees or agents shall, under any
circumstance, be considered servants or agents of the County and TDC. County and TDC shall at no time be
legally responsible for any negligence on the part of the Event Sponsor, its employees or agents, resulting in
either bodily or personal injury or property damage to any individual, firm, or corporation.
11. Disclosure: The Florida Keys Council of the Arts shall be required to list any or all potential conflicts of
interest, as defined by Florida Statute 112 and Monroe County Ethics Ordinance. The Florida Keys Council of
the Arts shall disclose all actual or proposed conflicts of interest, financial or otherwise, direct or indirect,
involving any client's interest which may conflict with the interests of the County and TDC.
12. Assig_ ent: The Florida Keys Council of the Arts shall not assign, transfer, convey, sublet or otherwise
dispose of this contract, or of any or all of its right, title or interest therein, or his or its power to execute such
contract to any person, company or corporation without prior written consent of the County and TDC.
13. Compliance with Laws — Non Discrimination: Florida Keys Council of the Arts shall comply with all
international, 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, sexual orientation, age, or national origin
in the performance of work under this contract. This contract shall be subject to all international, federal, state,
and local laws and ordinances.
14. Force Maieure: Neither County nor Florida Keys Council of the Arts shall 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 Florida Keys Council of the Arts has
exercised reasonable care in the prevention thereof, and any such delay or failure shall not constitute a breach of
this contract.
15. Governing Law/Venue: This contract shall be governed and construed by and in accordance with the
laws of the State of Florida and constitutes the entire contract between the County and Florida Keys Council of
the Arts. Venue of any court action filed relative to this contract shall lie in Monroe County, Florida.
Cultural Umbrella Agreement commencing FY 2012
ID# 872
16. Anti -solicitation: The Florida Keys Council of the Arts warrants that no person has been employed or
retained to solicit or secure this contract upon an agreement or understanding for a commission, percentage,
brokerage, or contingent fee and that no member of the Monroe County government or the TDC has any
interest, financially or otherwise in the Florida Keys Council of the Arts or its subcontractors.
17. Severability: If any provision of the contract shall be held by a Court of competent jurisdiction to be
invalid or unenforceable, the remainder of this contract, or the application of such provision other than those as
to which it is invalid or unenforceable, shall not be affected thereby; and each provision of the contract shall be
valid and enforceable to the fullest extent permitted by law.
18. Notice: Any notice required or permitted under this contract shall be in writing and hand -delivered or
mailed, postage prepaid by certified mail, return receipt requested, to the other party as follows:
TO: County: AND
Monroe County Administrator Director,
5100 College Road
Key West, FL 33040
TO: Florida Keys Council of the Arts:
1100 Simonton Street, #2-263
Key West, FL 33040
TDC:
Tourist Development Council
1201 White Street, Suite 102
Key West, FL 33040
County, through TDC, shall give notice to Florida Keys Council of the Arts of any meetings at which there is an
agenda item pertaining to Cultural Umbrella.
19. Ethics Clause: The Florida Keys Council of the Arts 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 contract without liability and may
also, at its discretion, deduct from the contract 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.
20. Public Entity Crime Statement: A person or affiliate who has been placed on the convicted vendor list
following a conviction for public entity crime may not submit a response on a contract to provide any goods or
services to a public entity, may not submit a response/bid on a contract with a public entity for the construction
or repair of a public building or public work, may not submit responsesfbids 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, Florida Statutes for Category Two for a period of 36 months from the date
of being placed on the convicted vendor list.
Cultural Umbrella Agreement commencing FY 2012
ID# 872
Deputy Clerk
(CORPORATE SEAL)
Attest:
By
Semvary
Print Name
OR
(1) Witacss
Print Name
(2) Witness
Print Name
0
Cultural Umbrella Agreement commencing FY 2012
MO 872
Board of County Commissioners
of Monroe County
Ma or/
Florida Keys Council of the Arts
O
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Print Name
N -,n
0
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MON,�I1OE COUNTY ATTORNEY
AC�09AT TM:
jPYNTICA L. HALL
ASSIS PNT COUNTY ATTORNEY
pate_ ' l9- OR-0
19
EXHIBIT A
FY 2012 BUDGET
Umbrella Total
Minimum of 30% generic cultural advertising
DAC I
58%
302,795
DAC II
5 %
26,103
DAC III
14%
73088
DAC IV
11%
57427
DAC V
12%
62647
Cultural Umbrella Agreement commencing FY 2012
ID# 872
745,800
223,740