11/20/2001 Agreement
CLERK OF THE CIRCUIT COURT
MONROE COUNTY
BRANCH OFFICE
MARATHON SUB COURTHOUSE
3117 OVERSEAS HIGHWAY
MARATHON, FLORIDA 33050
TEL. (305) 289-6027
FAX (305) 289-1745
MONROE COUNTY COURTHOUSE
500 WHITEHEAD STREET
KEY WEST, FLORIDA 33040
TEL. (305) 292-3550
FAX (305) 295-3663
BRANCH OFFICE
PLANTATION KEY
GOVERNMENT CENTER
88820 OVERSEAS HIGHWAY
PLANTATION KEY, FLORIDA 33070
TEL. (305) 852-7145
FAX (305) 852-7146
MEMORANDUM
DATE:
December 17, 2001
TO:
Lynda Stuart, Office Manager
Tourist Development Council
FROM:
Maxine Pacini
Administrative Assistant
Pamela G. Hanc~
Deputy Clerk a
ATTN:
At the November 20, 2001, Board of County Commissioner's meeting the Board granted
approval and authorized execution of of the Cultural Umbrella Agreement between Monroe
County and Monroe Council of the Arts Corporation d/b/a Florida Keys Council of the Arts to
act as a county wide Cultural Umbrella to make recommendations to the Monroe County Tourist
Development Council concerning funding for Tourism related Cultural activities.
Enclosed are two duplicate originals of the above mentioned for your handling. Should
you have any questions please do not hesitate to contact this office.
Cc: County Administrator wlo document
Risk Management wlo document
County Attorney
Finance
File/
CULTURAL UMBRELLA AGREEMENT
THIS AGREEMENT is entered into thiS~Y of NIl 2001, by and between the
BOARD OF COUNTY COMMISSIONERS, Monroe County, Florida, hereinafter referred to as
the COUNTY and the MONROE COUNCIL OF THE ARTS CORPORATION d/b/a FLORIDA
KEYS COUNCIL OF THE ARTS, a non-profit corporation hereinafter referred to as the
FLORIDA KEYS COUNCIL OF THE ARTS;
WITNESSETH
WHEREAS, the County wishes to enter into this agreement with the Florida Keys Council of
the Arts so that the Florida Keys Council of the Arts will act as a county- wide Cultural
Umbrella to make recommendations to the MONROE COUNTY TOURIST DEVELOPMENT
COUNCIL (TDC) and COUNTY concerning funding for Tourism related Cultural activities.
1. Term: The term of this agreement is for a period of thirty-three (33) months
commencing January 1, 2002 and terminating September 30, 2004. Upon the
recommendation of the Tourist Development Council, 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, 2004. Monroe County's performance and
obligation to pay under this agreement, is contingent upon an annual appropriation by the
COUNTY.
2. Scope of Services: The Florida Keys Council of the Arts will provide the following
services:
a) The 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 qualified Cultural activities. The Florida Keys Council of the
Arts will accept applications on an annual basis. The 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.
b) The Florida Keys Council of the Arts shall advertise the availability of the Cultural
Umbrella program (request for applications) through which event sponsors 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 notify 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 TDC to place the advertisements and direct pay the newspapers.
c) The Florida Keys Council of the Arts shall conduct at least three (3) workshops each
year, ,one per area of the Florida Keys (Lower Keys, Middle Keys, Upper Keys),
within two weeks after 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. The TDC administrative office shall
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e) receive a copy of the agenda of any Cultural Umbrella meetings/workshops at least
seven (7) days prior to said meeting/workshop.
f) The Florida Keys Council of the Arts shall administer policies and procedures which
will distribute on an equitable district-wide basis those monies recommended for all
qualified Cultural activities. Funds shall be allocated to events in each district
proportionate to the total revenues generated by each district. If funding available
under this plan to any district is not allocated for specific events, the monies
remaining shall be allocated to the county-wide Cultural Umbrella advertising
campaign.
g) The recommendations of the Cultural Umbrella Committee shall be submitted to the
TOC for consideration prior to adoption of TOC annual budget each year, but the
Florida Keys Council of the Arts has no final authority to require TOC to adopt its
recommendations. TOC will then make recommendations to the COUNTY for
allocation of funds and contracts with each individual recipients.
h) Composition- The Florida Keys Council of the Arts shall, in collaboration with the
community, develop criteria for selection of the members of the Recommendation
Committee for approval by the TOC and the COUNTY before any appointments are
made. Recommended appointments will be approved by the TOC and COUNTY
and will be referenced in Exhibit A.
3. Funding:
a. The COUNTY shall allocate from tourist development tax funds, an amount not to
exceed five hundred and fifty thousand and eight hundred dollars ($550,800) for the
agreement year ending September 30, 2002. For each of the remaining years,
under the agreement, County shall allocate from tourist development tax funds such
amounts as are established within the TOC budget approved by the County prior to
each fiscal year. The budget for period ending September 30, 2002 is attached
hereto as Exhibit B and incorporated herein. Monroe COUNTY and TOC 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
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 BOCC 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 TOC and Florida Keys Council of The Arts money
used for advertising, promotion or any programs of either entity.
4. Termination: The agreement can be terminated by either party with or without cause
with 120 days prior written notice.
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Cultural Umbrella Agreement
Monroe Council of The Arts d/b/a Florida Keys Council of the Arts
5. Accounting: Records of the Florida Keys Council of the Arts pertaining to this
agreement shall be kept on generally recognized accounting principals, acceptable to Monroe
County, and shall be available to the COUNTY or to an authorized representative for audit.
6. Modification: Additions to, modification to or deletions from the provisions set forth in
this agreement shall be effective only in writing and approved by COUNTY.
7. Indemnification and Hold Harmless: The Florida Keys Council of the Arts agrees to
indemnify and hold Monroe County and the Monroe County Tourist Oevelopment Council
harmless for any and all claims, liability, losses and causes of action which may arise out of
its fulfillment of the agreement. It agrees to pay all claims and losses, including related court
costs and reasonable attorneys 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 TOC are exempt from Federal Excise and State Florida
Sales Tax.
9. Finances Charges: The COUNTY and TOC will not be responsible for any finance
charges.
10. Relation of COUNTYffOC: 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 TOC shall at no time be legally responsible for any negligence on the part
of said successful proposer, 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 TOC.
12. Assignment: the Florida Keys Council of the Arts 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 contract to any person, company or corporation
without prior written consent of the COUNTY and TOC.
13. Compliance with Laws - Nondiscrimination: The Florida Keys Council of the Arts 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 or work under this agreement. This agreement
shall be subject to all federal, state, and local laws and ordinances.
14. Force Majeure: The Florida Keys Council of the Arts 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 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 agreement.
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Cultural Umbrella Agreement
Monroe Council of The Arts d/b/a Florida Keys Council of the Arts
15. Governing LawNenue: This agreement shall be governed and construed by and in
accordance with the laws of the State of Florida and constitutes the entire agreement between
the COUNTY and TDC and Florida Keys Council of the Arts. Venue of any court action filed
relative to this agreement shall lie in Monroe County, Florida.
16. Antisolicitation: 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 agreement shall be held by a Court of competent
jurisdiction to be invalid or unenforceable, the remainder of this agreement, 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 agreement shall be valid and enforceable to the
fullest extent permitted by law.
18. Notice: Any notice required or permitted under this agreement shall be in writing and
hand-delivered or mailed, postage prepaid by certified mail, return receipt requested, to the
other party as follows:
For COUNTY:
Monroe County Administrator
5100 College Road
Key West, FL 33040
For TDC:
Director, Tourist Development Council
1201 White Street, Suite 102
Key West, FL 33040
For FLORIDA COUNCIL OF THE ARTS:
President, Florida Keys Council of the Arts
5100 College Road
Key West, FL 33040
TOC 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 Council of the Arts warrants that it has not employed,
retained or other wise 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.
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 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
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Cultural Umbrella Agreement
Monroe Council of The Arts d/b/a Florida Keys Council of the Arts
section 287.017, for CATEGORY TWO for a period of 36 months from the date of being
placed on the convicted vendor list.
IN WITNESS WHEREOF, the parties have executed this agreement the day and year first
above written.
(SEAL)
Attest:
(SEAL)
Attest: DANNY L. KOLHAGE, Clerk
FLORIDA KEYS COUNCIL OF THE ARTS
By ..
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
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Cultural Umbrella Agreement
Monroe Council of The Arts dlbl a Florida Keys Council of the Arts
EXHIBIT A
RECOMMENDATION COMMITTEE
The Recommendation Committee of the Florida Keys Council of the Arts Cultural Umbrella is
comprised of five (5) members, with one member representing each of the five TDC Districts
throughout the Monroe County. The members shall be appointed by the Florida Keys Council
of the Arts and confirmed by the TDC and COUNTY.
As of the commencement of the agreement effective January 1, 2002, the members shall be:
District I
To Be Announced
District"
To Be Announced
District '"
To Be Announced
District IV
To Be Announced
District V
To Be Announced
The term of a Recommendation Committee member shall be for one (I) year terminating
September 30th of each year of the agreement. New appointees, re-appointees and
replacement members shall be confirmed by the Florida Keys Council for the Arts, TDC and
COUNTY.
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Cultural Umbrella Agreement
Monroe Council of The Arts d/b/a Florida Keys Council of the Arts
EXHIBIT B
Budget as of January 1, 2002
Sub Total
$244,800
$165,240
$550,800
Allocations for Events:
Allocation for Cultural Advertising Campaign
*Balance Brought Forward from FY 2001
$122,940
* Represents event funding brought forward from current year to next fiscal year
(October 1,2001) for contractual agreements.
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Cultural Umbrella Agreement
Monroe Council of The Arts d/b/a Florida Keys Council of the Arts