08/17/2016 AgreementAMY HEAVILIN, CPA
CLERK OF
COURT COMPTROLLE71MNROE COUNTY, FLORIDA
`���
DATE: September 8, 2016
TO: Maxine Pacini, Office Manager
Tourist Development Council
ATTN: Amy Machan
Administrative Assistant
FROM. • Cheryl Robertson Executive Aide to the Clerk of Court & Comptroller �.
At the August 17, 2016 Board of County Commissioner's meeting the Board granted approval and
authorized execution of Items:
D 1 Approval of an Agreement with Tinsley Advertising & Marketing, Inc. To provide
advertising services which promote tourism.
D2 Approval of an Agreement with Monroe Council of the Arts, d/b/a Florida Keys Council
of the Arts to supplement cost of tourist related programs.
D3 Approval of an agreement with Monroe Council of the Arts d/b/a Florida Keys Council
of the Arts to act as a Cultural Umbrella Organization to make recommendations to the
Monroe County TDC and BOCC on funding for tourism related cultural activities.
D4 Approval of an Agreement with Florida Keys Fishing Tournaments, Inc. to oversee the
TDC Fishing Umbrella, and advisory committee to make recommendations to the TDC
and BOCC concerning funding for tourism related fishing activities and marketing.
D6 Approval of Amendment to Agreement with JDO Insights, Inc. (d.b.a. Insights, Inc.) to
provide Visitor Profile Services.
CC: County Attorney (Electronic Copy)
Finance (Electronic Copy)
File (Electronic Copy)
500 Whitehead Street Suite 101, PO Box 1980, Key West FL 33040 Phone: 305-295-3130 Fax: 305-295-3663
3117 Overseas Highway, Marathon, FL 33050 Phone: 305-289-6027 Fax- 305-289-6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852-7145 Fax: 305-852-7146
CULTURAL UMBRELLA CONTRACT
THIS CONTRACT is entered into this I7 day of 142016, by and between Monroe County, a
political subdivision of the state of Florida, ("County") a d thegonroe-Council-of-the-Art TEorporation
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, 2016 and
terminating September 30, 2019. 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, 2019. 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 potential applicants 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 Lower, Middle, and Upper Keys, 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.
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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.
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. Funding:
a. The County shall allocate from tourist development tax funds, an amount not to exceed
One Million Three Hundred Thousand dollars ($1,300,000) for the contract year ending
September 30, 2017. A minimum of thirty percent (30%) shall be spent on generic cultural
advertising each year. 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, 2017 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 mailings,
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.
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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 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: TheCounty 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. Assignment: 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, disability,
sexual orientation, age, national origin, or any other protected category 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
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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 LawNenue: 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.
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 TDC:
Monroe County Administrator Tourist Development Council
1100 Simonton St. 1201 White Street, Suite 102
Key West, FL 33040 Key West, FL 33040
TO: Florida Keys Council of the Arts:
1100 Simonton Street, #2-263
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.
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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
responses/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, Florida Statutes for Category Two for a period of 36 months from the date of being placed
on the convicted vendor list.
21. 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 required by Monroe County in order to perform the
service.
b. Upon request from the public agency's custodian of public records, provide the public
agency with a copy of the requested records or allow the records to be inspected or copied within a
reasonable time 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 for the duration of the contract
term and following completion of the contract if the contractor does not transfer the records to the
public agency.
d. Upon completion of the contract, transfer, at no cost, to Monroe County all public records
in possession of the contractor or keep and maintain public records required by the public agency to
perform the service. If the contractor transfers all public records to the public agency upon
completion of the contract, the contractor shall destroy any duplicate public records that are exempt
or confidential and exempt from public records disclosure requirements. If the contractor keeps and
maintains public records upon completion of the contract, the contractor shall_ meet all applicable
requirements for retaining public records. All records stored electronically must be provided to
Monroe County, upon request from the public agency's custodian of records, in a format that is
compatible with the information technology systems of Monroe County.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470, bradley-
brian(a�monroecounty-fl.gov, do Monroe County Attorney's Office, 1111 12th St., Suite
408, Key West FL 33040.
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(SEAL) Board of County Commissioners
Attest: i my Heavilin, Clerk of Monroe County
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(CORPORATE SEAL) Florida Keys Council of the Arts
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EXHIBIT A
FY 2017 BUDGET
Umbrella Total $1,300,000
Minimum of 30% generic cultural advertising $ 390,000
Event Funding $ 910,000
DAC,I 56% $ 509,600
DAC II 6% $ 54,600
DAC III 15% $ 136,500
DAC IV 11% $ 100,100
DAC V 12% $ 109,200
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