Item D6
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: JUNE 17,2009 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 Corporation, d/b/a Florida
Keys Council of the Arts to exercise option to extend Agreement for two additional years to
September 30,2011 and to show recommendation committee members.
ITEM BACKGROUND:
TDC to approve same at their meeting of June 9, 2009
PREVIOUS RELEVANT BOCC ACTION:
BOCC approved original Agreement at their meeting of July 19, 2006
CONTRACT/AGREEMENT CHANGES:
Amendment to extend contract
ST AFF RECOMMENDATIONS:
Approval
TOTAL COST: $695,800 INDIRECT COST: N/A BUDGETED: Yes X
COST TO COUNTY: $695,800 SOURCE OF FUNDS: TDC
REVENUE PRODUCING: Yes ~ No AMOUNT PER MONTH - Year
-
APPROVED BY: County Atty ~ ~urchasing -K- Risk Management X
DOCUMENT A TION: Incl uded X Not Required_
DISPOSITION: AGENDA ITEM #
Revised 1/09
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Monroe Council of the Arts Contract # TDC #: 208
-
Effective Date: 10/1/09
Expiration Date: 9/30111
Contract Purpose/Description:
Approval of an Amendment to Agreement with Monroe Council of the Arts
Corporation, d/b/a Florida Keys Council of the Arts to exercise option to extend
Agreement for Cultural Umbrella Services for two additional years to September 30,
2011 and to show recommendation committee members.
Contract Manager: Maxine Pacini 3523 TDC # 3
(Name) (Ext. ) (Department/Stop #)
for BOCC meeting on 6/17/09 Agenda Deadline 6/2/09
CONTRACT COSTS
Total Dollar Value of Contract: $ 695,800 Current Year Portion: $
Budgeted? Yes[Zl NoD Account Codes: See Attached-
Grant: $
County Match: $
ADDITIONAL COSTS
Estimated Ongoing Costs: $~yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Changes Date Out
I;~ Needed
Division Director YesD NoEJ
Risk Mana~ment q.~D4 YeSDNO~ c:Q.O~
mr> ~'OI ~~
O.M.B./Purcha ing - YesD No
County Attorney ~!~ YesDNo~ C. Hall
Comments:
OMB Form Revised 2/27/01 Mep #2
Monroe County Tourist Development Council
Fiscal Year 2008-2009
115 75011 530340 TC 0238 X 530340 CULTURAL UMBRELLA RESOURCES 51.316
115 75011 530340 T C 020 X 530480 RED BARN THEATRE 11-512008 16,000
115 75011 530340 TC 95 020 X 530410 RED BARN THEATRE 11-5/2008 3,000
115 75011 530340 TC 95 021 X 530480 TW FINE ARTS CTR 12-4/2009 18,000
115 75011 530340 TC 95022 X 530480 UIWMUSIC FESTIVAL 7/11/12/2009 12,000
115 75011 530340 TC 85 022 Y 5304S0 241h UIW MUSIC FESTIVAL 7/12/2008 9.000
115 75011 530340 TC 95 239 X 530480 GENERIC ARTS 226.240
115 75011 530340 TC 95 029 X 530480 PIGEON KEY ART FEST 2/6-8/09 7,059
115 75011 530340 TC 95 029 X 53041 0 PIGEON KEY ART FEST 2/6-8/09 500
115 75011 530340 TC 95 040 X 530480 MARATHON COMM THEATRE 10/08 - 9/09 23,500
115 75011 530340 TC 95 041 X 530410 IMPROMPTU CONCERTS 1-312009 500
115 75011 530340 TC 95 041 X 5304S0 IMPROMPTU CONCERTS 1-312009 7,852
115 75011 530340 TC 85 041 Y 530480 IMPROMPTU CONCERTS 1.312008 9,000
115 75011 530340 TC 95 266 X 530480 KEY WEST ANNUAL CRAFT SHOW 1/24-25/2009 5,715
115 75011 530340 TC 85 308 Y 530480 KW SYMPHONY ORCHESTRA 11-7/2008 14,000
115 75011 530340 TC 95 308 X 530480 KW SYMPHONY ORCHESTRA 15,000
115 75011 530340 TC 85 335 Y 5304S0 KEY WEST ART & HISTORICAL SOC.1 0/06-9/07 24,000
115 75011 530340 TC 95 335 X 530480 KEY WEST ART & HISTORICAL SOC.1 0/06-9/07 22,914
115 75011 530340 TC 95 379 X 530480 MARATHON GARDEN CLUB 11/08-3109 10,000
115 75011 530340 TC 95 393 X 530410 MEL FISHER MARITIME MUSEUM 1,000
115 75011 530340 TC 95 393 X 530480 MEL FISHER MARITIME MUSEUM 15,500
115 75011 530340 TC 95 419 X 530480 FL KEYS BIRDING & WILDLIFE FEST 11/08-4109 17,000
115 75011 530340 TC 95 419 X 530410 FL KEYS BIRDING & WILDLIFE FEST 11/08-4109 1,000 C
115 75011 530340 TC 85 419 Y 530480 FL KEYS BIRDING & WILDLIFE FEST 9-1012008 15,000 U
115 75011 530340 TC 95 421 X 530480 KW POPS ORCHESTRA 12-312009 4,100 L
115 75011 530340 TC 95 421 X 530410 KW POPS ORCHESTRA 12-312009 700 T
115 75011 530340 TC 95 444 X 530480 SCULPTURE KEY WEST 17,500 U
115 75011 530340 TC 85 445 Y 530480 PERFORMANCE AT ST. PAUL'S 11-8/2008 7,000 R
115 75011 530340 TC 95 445 X 530480 PERFORMANCE AT ST. PAUL'S 11/06 - 8/07 4,800 A
115 75011 530340 TC 95446 X 530480 KEY PLAYERS 11/08-6/09 16,500 L
115 75011 530340 TC 95 446 X 53041 0 KEY PLAYERS 11/08-6/09 1,500
115 75011 530340 TC 85 449 Y 530410 KEYS COMMUNITY CONCERT BAND 11-4/2008 19,000 U
115 75011 530340 TC 95 449 X 530480 KEYS COMMUNITY CONCERT BAND 11-04109 17,228 M
115 75011 530340 TC 95 449 X 530410 KEYS COMMUNITY CONCERT BAND 11-04109 200 B
115 75011 530340 TC 95 482 X 530480 FL KEYS ART GUILD OUTDOOR ART FEST 11-4/08 23,000 R
115 75011 530340 TC 95 513 X 530480 MIDDLE KEYS CONCERT SEASON 1-312009 6,750 E
115 75011 530340 TC 95 513 X 530410 MIDDLE KEYS CONCERT SEASON 1-312008 3,250 L
115 75011 530340 TC 95 516 X 530480 H. S. TRUMAN 125TH BIRTHDAY PARTY 18,000 L
115 75011 530340 TC 95 516 X 53041 0 H. S. TRUMAN 125TH BIRTHDAY PARTY 1,000 A
115 75011 530340 TC 95 519 X 530480 FKFC KEYS CHORALE 12-5/2008 4,800
115 75011 530340 TC 95 551 X 530480 ROBERT FROST POETRY FESTIVAL 4/09 7,198
m +WU ~ TG9U89X ~ BAHAMI.^,N FESTIV Pl ~
m +WU ~ TG9U89X ~ BiHPMIAN FESTIW,L JaG
115 75011 530340 TC 95 590 X 530410 PURPLE ISLES ART GUILD FebIMar 09 10,000
115 75011 530340 TC 95 590 X 53041 0 PURPLE ISLES ART GUILD JAN.MARl08 500
115 75011 530340 TC 95 591 X 530480 OLD ISLAND RESTORATION FOUND. 4.800
115 75011 530340 TC 95 610 X 530480 NUTCRACKER KEY WEST 13,500
115 75011 530340 TC 95 610 X 53041 0 NUTCRACKER KEY WEST 1,500
115 75011 530340 TC 95611 X 530480 STUDIOS OF KEY WEST 17,000
115 75011 530340 TC 95611 X 53041 0 STUDIOS OF KEY WEST 2.000
115 75011 530340 TC 85 611 Y 530480 STUDIOS OF KEY WEST 10.360
115 75011 530340 TC 95 636 X 530480 KEY LARGO PIRATES FEST 10.17-29.12008 24,987
115 75011 530340 TC 95 634 X 530480 WPA PERIOD - 11/08-2/09 7,198
115 75011 530340 TC 95 635 X 530480 HOLlDAYHISTORIC INN TOUR 12/09 7.693
115 75011 530340 TC 95 735 X 530480 KW TROPICAL FOREST & BOTANICAL GARDEN SOCIETY 15,500
115 75011 530340 TC 95 735 X 53041 0 KW TROPICAL FOREST & BOTANICAL GARDEN SOCIETY 500
1
4/20/2009
AMENDMENT {1st AMENDMENT) TO AGREEMENT
~ day of 2009, is entered into by and between
THIS AMENDMENT to agreement dated the the Board of County Commissioners for Monroe County, on behalf of the Tourist Development Council, and
Monroe Council of the Arts Corporation, d/b/a Florida Keys Council of the Arts, a Florida non-profit
corporation (UFKCA").
WHEREAS, there was a contract entered into on July 19,2006 between the parties, for the FKCA to
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; and
WHEREAS, the original agreement with the uFKCA" has an option to extend agreement for two
additional years beyond the expiration date of September 30,2009; and
WHEREAS, the parties desire to revise Exhibit A of the Agreement to show Recommendation
Committee Members of FKCA;
NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to
the amended agreement as follows:
1. Paragraph 1 of the contract shall read: The contract shall expire on September 30,2011.
2. Exhibit A of the Agreement, attached hereto, is revised >and its provisions incorporated into the
Agreement.
3. The remaining provisions of the contract dated July 19, 2006 remain in full force and effect.
IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above
written.
(SEAL) Board of County Commissioners
Attest: Danny L. Kolhage, Clerk of Monroe County
Deputy Clerk Mayor/Chairman
(CORPORATE SEAL)
Attest:
By. By
Secretary
Print Name
OR TWO WITNESSES
(1 ) (2)
(1 ) (2) I
Print Name Print Name
MONROE COUNTY ATTORNEY
APFFWVi:O AS JO rOR.c'tf
Amendment #1 j Il{jtk~ . ! t1....
Ch'NTHIA L. HALL
Florida Keys Council of the Arts - Cultural Umbrella ASSISTANT COY~TY AT~q)~NEY
Contract #: 208 o t '1 .:ft 'J.c ~
ae -
, EXHIBIT A (REVISED)
RECOMMENDATION COMMITTEE
The Recommendation Committee of the FKCA Cultural Umbrella is comprised of five (5) members, with one
member representing each of the five TDC Districts throughout the Monroe County. Appointments to the
committee 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 TOe only.
As of October 1,2009, the Recommendation Committee members shall be:
District I Ms. Mary (Bunnie) Smith
District II Ms. Sherry Phillips
District III Ms. Marianne Motches
District IV Mr. Chris Sante
District V Mr. Bob Sandifer
.
Amendment # 1
Florida Keys eouncil of the Arts - Cultural Umbrella
Contract #: 208
CUL TURAL UMBRELLA AGREEMENT
THIS AGREEMENT is entered into this!9'~ay of -n2006, by and between
Monroe County, a political subdivision of the state f Frida, ("COUNTY") and the
Monroe Council of the Arts Corporation, d/b/a Florida Keys Council of the Arts, a Florida
non-profit corporation ("FKCA").
WITNESSETH:
WHEREAS, COUNTY desires to contract with FKCA so that the FKCA 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; and
WHEREAS, FKCA 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 agreement is for a three year period commencing
October 1, 2006 and terminating September 30, 2009. 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 FKCA no less than sixty (60) days prior to
September 30, 2009. 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 FKCA will provide the following services:
a) FKCA 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. FKCA will accept
applications for the events on an annual basis.
b) FKCA 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 FKCA deems necessary to
conduct the cultural umbrella prog ram. FKCA may place the
advertisements and be reimbursed pursuant to paragraph 3 or may
request TDC to place the advertisements and pay the newspapers
directly.
c) FKCA 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.
Cultural Lmbrella Agreement 2006
Monroe Council of the Arts
I
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 the
scheduled meeting/workshop.
f) FKCA shall recommend funding for 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 TDC for consideration prior to adoption of the TDC
annual budget each year, but FKCA 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.
h) FKCA shall make recommendations to the TDC and COUNTY of 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 and COUNTY and will be referenced in an Exhibit to the Agreement.
An amended Exhibit shall be provided by COUNTY if changes occur.
i) FKCA shall provide in writing, or by verbal communication to the TDC
Administrative office Cultural Umbrella funding and event related activities
to be included in the scheduled Monroe County Tourist Development
Council District Advisory Committees meeting packets.
j) FKCA shall not receive any administration compensation, directly or
indirectly, out of the TDC Cultural Umbrella funds.
k) The FKCA 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. Fundinq:
a. The COUNTY shall allocate from tourist development tax funds, an amount
not to exceed Six Hundred Seventy Thousand Eight Hundred dollars
($670,800.00) for the agreement year ending September 30, 2007. For each
of the remaining years, under the agreement, 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, 2007 is attached hereto as Exhibit Band
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
Cultural Umbrella Agreement 2006
Monroe Council of the Arts
2
pursuant to SOCC Resolution No. 316-2001, shall be borne entirely by the
FKCA.
d. There shall be no action by FKCA which has the effect of reducing in anyway
the amount of TDC and FKCA money used for advertising, promotion or any
programs of either entity.
4. Termination: The agreement may be terminated by either party with or without
cause with 120 days prior written notice.
5. Accountinq: Records of the FKCA pertaining to this agreement shall be kept
pursuant to generally recognized accounting principals, 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 agreement shall be effective only in writing and approved by the partiies.
7. Indemnification and Hold Harmless: The FKCA 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 FKCA employees and/or agents.
8. Taxes: The COUNTY and TDC are exempt from Federal Excise and State
Florida Sales Tax.
9. Finance Charqes: The COUNTY and TDC will not be responsible for any finance
charges.
10. Relationship: It is the intent of the parties hereto that the FKCA 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 FKCA shall be required to list any or all potential conflicts of
interest, as defined by Florida Statute 112 and Monroe County Ethics Ordinance. The
FKCA 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. Assiqnment: the FKCA 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 TDC.
Cultural Umbrella Agreement 2006
Monroe Council of the Arts
3
13. Compliance With Laws - Non Discrimination: FKCA 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 agreement. This agreement shall be subject to all international, federal, state, and
local laws and ordinances.
14. Force Majeure: Neither COUNTY nor FKCA 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 FKCA has exercised reasonable care in the prevention thereof, and
any such delay or failure shall not constitute a breach of this agreement.
15. Governinq 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 FKCA. Venue of any court action filed relative to this
agreement shall lie in Monroe County, Florida.
16. Antisolicitation: The FKCA 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
FKCA or its subcontractors.
17. Severabilitv: 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 rece i pt
requested, to the other party as follows:
TO: COUNTY: AND TDC:
Monroe County AdministratorDirector, Tourist Development Council
5100 College Road 1201 White Street, Suite 102
Key West, FL 33040 Key West, FL 33040
TO: FKCA:
Florida Keys Council of the Arts
1100 Simonton Street, Suite 2-263
Key West, FL 33040
Cultural Umbrella Agreement 2006
Monroe Council of the Arts
4
COUNTY, through TDC, shall give notice to FKCA of any meetings at which there is an
agenda item pertaining to Cultural Umbrella.
19. Ethics Clause: The FKCA 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.
20. Public Entitv 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, for CATEGORY TWO for a period of 36 months from the date of being
placed on the convicted vendor list.
Board of Cou Commissioners
of Monroe C
Deputy Clerk irman
(CORPORATE SEAL) Florida Keys Council of the Arts
Attest:
By. By It/~3~
Secretary President
Ai a v\ ( co... f-(-Cls~e l(
Print Name Print Name
OR
( 1 ) Witness
Print Name MONROE COUNTY ATTORNEY
APPROVE AS TO FORM:
'"
(2) Witness
Print Name
Cultural Umbrella Agreement 2006
Monroe Council of the Arts
5
EXHIBIT A
RECOMMENDATION COMMITTEE
The Recommendation Committee of the FKCA 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 FKCA and confirmed by the
TDC and COUNTY.
As of the commencement of the agreement effective October 1, 2006, the members
shall be:
District I Ms. Shirlev Freeman
District II Ms. Sherry Phillips
District III Ms. Marianne Motches
District IV Mr. Chris Sante
District V Mr. Bob Sandifer
The term of a Recommendation Committee member shall be for one (1) year terminating
September 30th of each year of the agreement. New appointees, re-appointees and
replacement members shall be confirmed by the FKCA, TDC and COUNTY.
Cultural Umbrella Agreement 200fl
Monroe Council of the Arts
fl
EXHIBIT B
FY 2007 BUDGET
Umbrella Total 670,800
Minimum of 30% advertising 201,240
DACI 53% 248,867
DACII 6% 28,174
DAC '" 14% 65,738
DACIV 13% 61,043
DACV 14% 65,738
Cultural Umbrella Agreement 2000
:vtonroe Couneil of the Arts
7
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~NDMENIIOAGREEM~
( is''
MIS ADDENDUM to agreement is made and entered into this _ day
of . 2004, between the Board of County Commissioners, Monroe County,
Florida and Monroe CouncU of the Arts Corporation, dibla Florida Keys Council of
the Arts.
WHEREAS, thete was a contract entered into on November 21,2001,
between the parties, awarding an agreement for the Florida Keys CouncU of the
Arts to act as a County wide Cullura, Umbrella to make recommendations to the
Monroe County Tourist Development Council concemlng funding for Tourism
related Cultural activitIes; and
WHEREAS. origInal agreement allows for an eJCtenslon of
agteement for an addlllonallwo (2) year period b~nd the Initial award period;
NOW, THEREFORE, In consideration of the mutual covenants contained
herein the parties agree to the amended agreement as follows:
1. Contract period as outlined in Paragraph 1 be eJCtended to
September 30. 2008.
2. The remaining ProViSions of the contract dated November 21.2001
( remain In full force and effect.
IN WITNESS WHEREOF, the parties have set their hands and seal on the
day and year first above written.
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ATTE5~ DANNYL.KOLHAGE,ClERK SOARD OF COUNTY
COMMISSIONERS OF
G.A.JL/ MONROE COUNTY, FLORIDA
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Dep'uty Clerk Mayor: hairman
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_~IJ~VJRAL UMBRELLA AGREEMENT
( THIS AGREEME~I; ''I <:;1.: ;r~~ into this 2)~ay of Ai, ~/ 2001. bl and betwee
BOARD OF COUNTY COMMISSIONERS. Monroe County. Florida. hereinafter referred
the COUNTY and the MONROE COUNCil OF THE ARTS CORPORATION d/b/a FLO
KEYS COUNCil OF THE ARTS. a non-profit corporation hereinafter referred to a~
FLORIDA KEYS COUNCIL OF THE ARTS;
'NITNESSETH
WHEREAS. the County wishes to enter into thIs agreement with the Florida Keys Counc
the Arts so that the Florida Keys Council of the Arts will act as a county- wide Cu~
Umbre". to make recommendations to the MONROE COUNTY TOURIST OEVELOPM!
COUNCIL (TOC) and COUNTY concerning funding for Tourism related Cultural actlvitfes.
1. Term: The term of this agreement Is fOt' a period of thirty-three (33) mOIl
commencing January 1. 2002 and terminating' September 30. 2004. Upon
recommendation of the Tourist Development CouncU. the COUNTY may exercise an optlon
an additional two (2) years upon giving written notlce to the Aorfda Keys Council of the Arts
less than sbcty (60) days prior to September 30. 2004. Monroe County's performance al
obligation to pay under thIs agreement. is contlngent upon an annual appropriation by tJ
COUNTY.
2. Scope of Services: The Florida Keys Council 01 the Arts will provide the followifi
services:
a) The Aorida Keys Council of the Arts shall administer TOe policies and procedure
which will dIstribute on an equitable district-wide percentage basis those monio:
( recommended fOt' all qualitfed Cultural actlvitfea. The Aorida Keys Council of th~
Arts will accept applications on an annual basis. The Aorlda Keys Council of thE
Arts shall make recommendations for changes in TOe policies pertaining to the
Cultural Umbrella a. it deems appropriate and shall submit such recommendations
for TOe and County approval.
b) The Florida Keys Councif of the Arts shall advertise the availability 01 the Cultural
Umbrella program (request for appllcallons) through which event sponllOtll may
apply for promotlonal funding. The advertisement shall be placed at a mInImum. in
a newspaper of general circulation. in each 01 the three primary areas of the County.
to wit lower Keys. Middle Keys and Upper Keys. . The advertisement shall notify ot
the availability 01 funding. the restriction 01 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 TOC 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, Middte Keys, Upper Keys),
within two weeks after the retease 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 property noticed, in conformity with the same rules as required for all
governmental meetings under F.S. 286.011. The TOC administrative office shall
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e) receive a copy of the :lgenda of any Cultural Umbrella meelingSl\vorkshops
C. seven (7) days prior to said meetJngNiorkshop.
I) The Florida Keys Council of the Atls shall adminisler pO/fcies and Procedures
wi. distribute on an equitable district-'Nfde basis those monies recommended
qualified Cultural activities. Funds shaM be allocated to events in each I
proportionale 10 the lolal revenues generated by each dlslrlct. If funding av,
under this plan to any district is not alfocated for speciffc events, the n
remaining sha' be allocated to the county-wide Cultural Umbrella advet
campaign.
g) The recommendations of the Cultural Umbrella Committee shall be submitted t
TOC f<< conskletallon prior 10 adopllon of TOe annUal bUdget each year, bu
Flarida Keys Council of the Atls has no t1nal authority 10 require TOe 10 ado,
recommendations. TOC will then make recommendations to the COUNT)
allocation of funds and contracts with each indlvfdual recipients.
h) CompoejtJo~ The Flarida Keys Council of the ArIa shall, in collaboration with
community, develop criteria for selection of the members of the Recommenda
Convnittee for approval by the TOC and the COUNTY before any appointments
made. Recommended appointments will be approved by the TOe and COUN
and wi" be referenced in E>d1iblt A.
3. Fundlnq:
a. The COUNTY shall allocate from tourist development tax funds, an amount not
exceed five hUndred and fifty thousand and eight hUndred dollars ($550,800) for tJ
agreement year ending September 30, 2002. For each of the remaining yeal
( under the agreement, County shall allocate from tourist development tax funds Sue
amounts as are established within the TOe budget approved by the County prior t
each Ifscal year. The budget for period ending September 30, 2002 Is attache
hereto as Exhibit Band inCOtporated herein. Monroe COUNTY and TOe w/I IlIn.
through its AdvertIsing and Public Re/aIIons agencies of I8Cotd cosls of Promolfo.
and adver1fs1ng of cultural events; (1) dlreclly 10 vendors upon receipt of p~
approved InvoIc:ea or (2) relmbulll8 the event COOIdlnalor upon receipt of proP8rl)l
approved paid invoice. and evidence of payment, subject to availability of funds.
b. No saIaJy, bonus or other campensatlon will be paid dlreC//y or indlreC//y, out of the
Cultural Umbrella funda and no Cultural Umbrella funds shad be used in the
comptltation of any salalY, bonus or other compensation to any person.
c. Administrative cosls, inclUding bUI nol limited 10 Salaries. !lanapar/alion cosls, and
mailing were preViously paid by the predecessor contractor and therefore pursuant
to BOCC Resolulion No. 318-2001, shad be bome enlirely by the Florida Keys
Counci of the Arts.
d. There shall be no action by Florida Keys Council of the Ar/s 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. Terminati",,: The agreement can be terminalad by either party with or withoul cause
with 120 days prior written notice.
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Cultural Umbrella Agreement
~(oncoe Council oiThe Arts d/b/a Florida Keys Council of the Arts
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. 5. Accountfng: Records of the Florida Keys Council of the Arts pertaining
( agreement shall be kept on generally recognized accounl/ng prfncipals, acceptable to ,
County, and shaH b. availabl. to th. COUNTY or to an authorized representallve for au
6. MOdillcal/on: Additions to, modillcal/on to or deletions from the prOVisions set I
this agreement shall be etfecllve only In wrilfng and approved by COUNTY.
7. Indemnillcallon and Hold Harmless: The Florida Keys Council of the Arts ag~
Indemnify and hold MonlO8 County and the Monroe County Tourist Development C
harmless for any and all claims, "ability, fossa. and causes of action which may arise
its fulJl/ment of the agreement It agrees to pay all claims and losses, including related
costs and reasonable atlomeys fees, and shall defend all suits filed due to the negligent
errors or omissions of the Florida Keys Council of the Arts employees and/or agents.
S. Taxes: The COUNTY and TOe - exempt fi'om Federal excise and State FI,
Sales Tax.
9. Rnances Charaes: The COUNTY and TOe wi. not be responsible for any IIn~
charges.
10. Relation of COUNTYnoC: It Is the Intent of the Parties hereto that the Florida I<
Council of the Arts shaU be legally consldlll8d as an independent contractor and that neith.
nor its employee. or agents shall, under any c1n:urnstance, be considered servants or age
of the COUNTY and TOe shall at no time be legally responsible for any negligence on the p
of said successful propose,., its employees or agents, I'eSUltJng in elth..,. bOdily or persor
injury or property damage to any individual, Ifrm, or corporation.
11. Disclosure: The Florida Keys Councl of the Arts shall be required to list any or ,
potential conlllcts of Interest, as det/ned by Florida Slalllte 112 and MonlO8 County Ethic
( Ordinance. The Florida Keys Council of Ihe Arts shall disclose all actual or proPOSed cont/1eI
. of Interest, financial or otherwise, direct or Indirect. Involving any ctlenr. Interest which ma:
conflict with the Interests of the COUNTY and TOe.
12. Asslqnment: 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 inter....t
thereIn, or his or its power to execute SUCh contract to any P8lS0n, company or COtporallon
without prior written consent of the COUNTY and TOC.
13. Com{!lIance With laws - Nondiscrimination: The Florida Keys CouncU of the Arts shall
comply with a' l'ederal , state, and 10caI/aws and ordinances applicable to the work or
payment for work thereot, and shall not diSCriminate on the grounds of race, color, religIon,
sex, age or national origin in the Performance or WOrle 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 Ihe Ms 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 jf made or not, insurrection, sabotage, riot or civil commotion, act of public enemy,
epidemic, quarantine restriction, accident, lire, 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/bla Florida Keys Council of th~ A r.ft
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15. Goveming lawNenue: Thla agreement shalt be governed and consl1lJed b)
( accordance with the laws of the State of Florida and constitutes the entire agreement t
the COUNTY and TOC and Florida Keys Council of the Arts. Venue of any court actl
relative to this agreement shall lie in Monroe County, Florida.
18. Antlsolfcitatlon: The Florida Keys Cound of the Arts warrants that no pelSOn ha
emplOYed 01' retained to soRci! 01' secure thla contract upon an agreement or unders!anod
a commIssion, percentage, brOkerage, or contingent fee and that no member of the iii
County government or the TOC has any interest, financially or otherwise in the FlOrida
Council of the Arts or its subcontractors.
17. Severabl/itl/:" any Pf'Qvlslon of the agreement shaft be held by a Court of com~
jurisdiction to be Invalid or unenforceable, the remainder of this agreement, or the appllc
of such provision other than those as to which it Ia invalid or unenforceable, shall nc
affected thereby; and each Provision of the agl8ement shalt be valid and enforceable tc
fullest extent permitted by law.
18. Notice: Any notice required or permitted under thla agreement shaD be In writing
hand-dellvered or mailed, POStage prepaid by certltled ma., rellun receipt requested, to
other party as follows:
For COUNTY: For TOe:
Monroe County AdmInistrator Director. TOUrist Development Council
5100 College Road 1201 VVhite Street, Suite 102
Key West. Fl 33040 Key West, Fl 33040
( For FLORIDA COUNCIL OF THE ARTS:
President, Florida Keys Council of the Arts
5100 College Road
Key West, FL 33040
TOe shall give notlce 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 fanner COUNTY office or employee In
violation of Sectfon 2 01' Ordinance No. 10-1990 or any COUNTY officer or employee in
violation of Section 3 of Ordinance No. 10-1990. For breach or vio/allon of the provision the
COUNTY may, at its discretion terminate this a9reement without liability and may also, at its
discretion, deduct from the agreement or purChase Price, or otherwise recover, the full amount
of any fee, COllYl1lssion, percentage, gift, or consideration paid to the former or present
COUNTY offfcer 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 provida any goods or services to a pUblic entity, may not submit a bid on a contract
with a public entily for the consl1IJclion 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 consullant under a contract with any public entity, and
may not transact business with any public entity in excess of the threshold amount provided in
4 10/11/01
Cultural Umbrella Agreement
Nfonroc Council of The Arts d/b/a Florida Keys Council of the A rtl.!
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sectJon 287.017, for CATEGORY TWO for a period of 36 months from the date
( placed on the convided vendor lIst
IN WITNESS WHEREOF, the parties have executed this agreement the day and ~
above written.
(SEAL) FLORIDA KEYS COUNCIL OF THe AR
Attest
BY. /kIxh Jl..// #" r1 _~
(SEAL) BOARD OF COUNTY COMMISSIONERS
Attest DANNY L KOlHAGE, Clerk OF MONROE COUNTY, FLORIDA
( (j
Mayor/Chairman
.\r'PIf()V~tl .j f<J F "
. 4(C'~:!\I ~,I!r:~CI , ~'
JY ~_.
c:.< . .~. A"'N~ A. TTON
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5 10111/01
Cultural Umbrella Agreement
.\Ionroe Council of The Arts dlbla Florida Keys Council of the Artq
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EXHIBIT A
(
RECOMMENDA nON COMM,nEE
The Recommendation Committee of the Florida Keys Council of the Arts CUltural Urr
comprised of live (5) members, with one member represenllng each of the live TOC
throughout the Monroe County. The members shaH be appointed by the Florida Keys
ot the Arts and confirmed by the TOC and COUNTY.
As of the commencement of the agreement effective January '0 2002, the members sha
D lstrfct I To Se Announced
District " To Be Announced
District '" To Se Announced
District IV To Se Announced
DIstrict V To Se Announced ,
The tetm of a Recommendation Commlltee member shall be for one (I) year tannina
C Septeil1ber 30'" of each year of the agreement New apPOintees, re-appolntees ,
replacement members shall be conllrmed by the AOrlda Keys COUncil for the ArIa, TOe .
COUNTY.
6 10111/01
Cultural UrnbreJ/a Agreement
~fonroe Council of The Arts d/b/a Florida Keys Council of (he Arts
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,. EXHIBIT B
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BUdget as of January 1 , 2002 j . , :')
~~)'
Allocations for Events: ,800-
Allocation for Cultural Advertising Campaign $165.240
Sub Total $550,800
"'Balance Brought Forward from FY 2001 $122,940
.. Represents event funding brought forward from Current year to next fiscal y,
(October 1, 2001) for contractual agreements.
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7 10111/01
CulturaJ Umbrella Agreement
~Ionroe Council of The Arts d/b/a Florida Keys Council of the A rh