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09/17/1997 CULTURAL UMBRELLA CONTRACT THIS AGREEMENT is entered into this/7/1l day of ..5-ff'lfA~97, by and between the BOARD OF COUNTY COMMISSIONERS, Monroe County, Florida, hereinafter referred to as the BOCC and FLORIDA KEYS FEDERATION OF CHAMBERS, a non- profit corporation hereinafter referred to as the FEDERATION; WI1NESSETt{ WHEREAS, the County wishes to enter into this agreement with the Florida Keys': FederatiQn ___ i Of Chambers so that the Federation will act as a County wide Cultural Umbrellarto make-: recommendations to the TDC and BOCC concerning funding for Tourism related Cultur~'~, activities, 1. Thrm: The term of this Agreement is for a period of thirty-six (36) mon~s commencing October 1, 1997 and terminating September 30,2000. Upon the _ recommendation of the Tourist Development Council the BOCC may exercise an option~f9r, an additional two years upon giving written notice to Federation no less than sixty (60) days prior to September 30,2000. Monroe County's performance and obligation to pay under this contract, is contingent upon an annual appropriation by the BOCC. 2. Scope of Services: The Federation will provide the following services: A. The Federation shall establish and administer policies and procedures which will distribute on an equitable district-wide percentage basis those monies recommended for all qualified Cultural activities. The Federation will accept applications on an annual basis. B. The Federation shall advertise the availability of the Cultural Umbrella program 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 Federation deems necessary to conduct the Cultural Umbrella program. The Federation may place the advertisements and be reimbursed pursuant to paragraph 3 or may request BOCC to place the advertisements and direct pay the newspapers. C. The Federation shall conduct a workshop each year, at least three weeks prior to the deadline for applications, 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, the same rules as required for all governmental meetings under F.S. 286.011. E. The Federation shall establish and 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, with deviation therefrom limited to 10% of monies available for the district under the proportionate share allocation. 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. ~ 1 ~ f ; -.-, Cultural Umbrella Contract Monroe County Tourist Development Council F. The recommendations of the Cultural Umbrella Committee shall be submitted to the TDC for consideration prior to adoption ofTDC annual budget each year, but the Federation has no final authority to require TDC to adopt its recommendations. TDC will then make recommendations to the BOCC for allocation of funds and contracts with each individual recipients. G. The Federation shall provide research information and contribute statistics and scientific information for conservation and other Cultural resource management to demonstrate resource management for future generations and maintain economic resources. H. Composition- See Exhibit A. 3. fundin~: a) The BOCC anticipates that up to $450,000.00 will be allocated to tourism-related Cultural activities per year. Of said amount the allocation for promotion of Cultural Events shall be at the discretion of the BOCC upon recommendation by the TDC, approved at the beginning of the contract and, thereafter, at the beginning of each fiscal year of the contract. Monroe County BOCC and TDC will fund through its Advertising and Public Relations agencies of record costs of promotion and advertising: (1) directly to vendors upon receipt of properly approved invoices or (2) reimburse the Federation or its representatives upon receipt of properly approved paid invoices and evidence of payment, subject to availability of funds. b) BOCC shall reimburse the Federation for permissible expenditures (See TDC Operations Manual Section IV, page 30, incorporated herein by reference) incurred in carrying out the services under this agreement, but total reimbursement to the Federation and cultural event sponsors each year, shall not exceed the total sum stated in subparagraph a) of this paragraph and shall be subject to the availability of funding. 4. Termination: The contract can be terminated by either party with or without cause with 120 days written notice. 5. Accountin~: Records of the Federation pertaining to this project shall be kept on generally recognized accounting principals, acceptable to Monroe County, and shall be available to the BOCC or to an authorized representative for audit. 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 BOCC. 7. Indemnification and Hold Harmless: the Federation 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 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 Federation employees and/or agents. 8. ~: The BOCC and TDC are exempt from Federal Excise and State Florida Sales Tax. 9. Finances Char~es: The BOCC and TDC will not be responsible for any finance charges. 2 Cultural Umbrella Contract Monroe County Tourist Development Council 10. Relation of BOCC/TDC: It is the intent of the parties hereto that the Federation 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 BOCC and TDC 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 Federation shall be required to list any or all potential conflicts of interest, as defined by Florida Statute 112 and Monroe County Ethics Ordinance. The Federation 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 ofthe BOCC and TDC. 12. Assi~nment: the Federation shall not assign, transfer, convey, sublet or otherwise dispose of this proposal, 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 BOCC and TDC. 13. Compliance with Laws - Nondiscrimination: the Federation 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 M~eure: the Federation 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 Federation has exercised reasonable care in the prevention thereof, and any such delay or failure shall not constitute a breach of this Agreement. 15. Governin~ 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 BOCC and TDC and Federation. Venue of any court action filed relative to this agreement shall lie in Monroe County, Florida. 16. Antisolicitation: the Federation 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,Federation 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 an enforceable to the fullest extent permitted by law. 3 Cultural Umbrella Contract Monro.e County Tourist Development Council 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 Federation of Chambers Ms. Concetta McSorley, President Federation of Chambers P.O. Box 430083 Big Pine Key, FL 33043 To TDC/County: Administrative Office MCTDC 3406 N. Roosevelt Blvd., Suite 201 Key West, FL 33040-4266 TDC shall give notice to Provider of any meetings at which there is an agenda item pertaining to Cultural Umbrella. 19. Ethics Clause: Contractor warrants that he/it has not employed retained or other wise had act on his/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 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 of36 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. ~~ ,1".; '\\/- i i ';1' , . '/dSEAt} ,"J fi} -~-"\A~~t\~Y L. KOLHAGE, Clerk BY~:~~~~~ ~..:tv;, FEDERATION OF CHAMBERS B~J~ IJ1) 'ifJ~~ Approved n fr form and legal sufficiency: Date: fO 7 I ' 4 Cultural Umbrella Contract Monroe County Tourist Development Council EXHIBIT A APPROPRIATIONS COMMITTEE The Recommendation Committee of the Federation of Chamber's Cultural Umbrella is comprised of five (5) members, with one member representing each of the five TDC District Advisory Committees (DAC's) throughout the Florida Keys. Each member shall be an active member of the DAC which said member represents. The members shall be appointed by individual DAC's and confirmed by the Federation of Chambers, TDC and BOCC. As of the commencement of the contract effective October 1, 1997, the members shall be: District I Melissa Kendrick District II Karen Haack District III Della Schuller District IV Elizabeth Stanley District V Hunter Padgett Upon the cessation of term as a member of the DAC in the District for which appointed, a member shall be immediately terminated from the Recommendation Committee and the DAC shall appoint a replacement and process the appointment for Federation of Chambers, TDC and BOCC approval. Additionally, District Advisory Committee's may request approval from Federation of Chambers, TDC and BOCC for a replacement member of the Recommendation Committee for any reason it deems appropriate.