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Home My WebLink AboutMinutes March 13, 2012Uirifru~E,sc~me S~ C[~ Florida f-i, Pierce •. t?oir5t. Lurie • Haihinson Island ST. LUC1E COUNTY TOURIST DEVELOPMENT COUNCII, Wednesday, March 13, 2013 3`d floor Conference Room County Administration Building, 2300 Virginia Avenue, Fort Pierce 34982 1:30 p.rn. (PLEASE NOTE MEETING TIME AND LOCATION) 1. 2. 3. 4. 5. 6. 7. 8. 9. Call to Order ................................................................................. Roll Call ........................................................................................ Self-Introductions ......................................................................... Approval of Minutes fi~om February 13, 2013 ......................... Financial & Web Report .......................................................... a. January 2013 Revenue and P & L Report b. 5'~ Cent Capital Fund Report c. Website Analytics d. E-Newsletter Results SEAL Museum Grant Agreement Payout Proposal ................ Other Business ......................................................................... Public Cornment ..................................................................... Adj ourmnent ............................................................................ .............Commissioner Dzadovsky ..............................Jennifer Garrity .............Commissioner Dzadovsky ............. Commissioner Dzadovsky ............................Charlotte Bireley ...........................................Charlotte Bireley ........................... Commnissioner Dzadovsky ..................... Commmissioner Dzadovsky ........................... Conunissioner Dzadovsky VISION STATEMENT By 2017, the St. Lucie County Tourist Development Council will provide a greater impact in promoting St. Lucie as a top Florida destination for Eco/Adventure/Agri Tourism; amatem•/professional sports; and other lrnown assets, allowing for increased overnight stays. Please note -Meetings are recorded. Anyone with a disability requiring accommodation to attend this meeting should contact the St. Lucie Tourism Office at (772) 462-2130 m• TDD (772) 462-1428 at least forty-eight (48) hours prior to the meeting. ST. LUCIE COUNTY TOURIST DEVELOPMENT COUNCIL MEETING Wednesday, February 13, 2013 0 1:30 P.M. MINUTES Members present: Commissioner Chris Dzadovsky, Chairman Vice-Mayor Linda Bartz, City of Port St. Lucie Linda Cox, St. Lucie County Chamber Chris Egan, Vistana's Beach Club -Sheraton PGA Ryan O'Connor, Sandhurst Hotel Members absent: Commissioner Tom Perona, City of Fort Pierce Marilyn Minix, Road Runner Travel Resort Michelle MacNichol, Perfect Drive Golf Villas Paul Taglieri, St. Lucie Mets Staff present: Katherine Barbieri, St. Lucie County Attorney Edward Matthews, Parks, Recreation, & Facilities Director Guy Medor, St. Lucie County Charlotte Bireley, St. Lucie County Jennifer Garrity, St. Lucie County Also present: Jon Ward, Fort Pierce Authentic Tours/City of Fort Pierce Anne Satterlee, Fort Pierce Authentic Tours/City of Fort Pierce John Wilkes, Sunrise Theatre Tom Colucci, Treasure Coast Sports Commission Rich Nalbandian, Treasure Coast Sports Commission Kelsie Stickles, Holiday Inn Express Fort Pierce Craig Mundt, Navy SEAL Museum 1. CALL TO ORDER: Commissioner Dzadovsky called the meeting to order at 1:42 PM. 2. ROLL CALL: Jennifer Garrity called roll. 3. SELF INTRODUCTION OF GUESTS: Attending guests identified themselves. 4. APPROVAL OF MINUTES The minutes from January 9, 2013 were approved. 5. FINANCIAL REPORT & WEB REPORT Charlotte Bireley reported that December 2012 revenue was down 15% compared to Tourist Development Council Meeting 0 February 13, 2013 December 2011. Year to date revenue is down 12%. Charlotte Bireley reported the balance in the 5lh cent Capital Fund to be $257,924.00. Charlotte Bireley provided the TDC with a report on the activity of the St. Lucie County Tourism web site. Website activity report attached. 6. TREASURE COAST SPORTS COMISSION UPDATE Tom Colucci gave an update on past and future sporting events in St. Lucie County. Presentation attached. 7. WEB CAM UPDATE Commissioner Dzadovsky spoke about the possible partnerships for the Web Cam on the beach. Discussion ensued with board members. 8. UPDATE ON LAWNWOOD BASEBALL FIELD EXPANSION Edward Matthews, Director for Parks, Recreation, & Facilities, gave an update on the Lawnwood Baseball expansion project. 9. OTHER BUSINEES Commissioner Dzadovsky discussed the possibility of Hotels having a meet and greet. 10. PUBLIC COMMENT Jon Ward mentioned the possibility of a Bed and Breakfast opening in Edgar Town in Fort Pierce and gave an update on FPAT. Chris Egan mentioned the St. Lucie Chamber of Commerce event taking place at Hilton. Vice Mayor Linda Bartz spoke about Club Med and the possible cuts in the race circuit held at their location. John Wiles from the Sunrise gave an update on upcoming events. 11. ADJOURNMENT Meeting adjourned at 3:18 PM. Page 2 of 2 TDCJan 2013 Variance P & L Report Actual Budget Budget Bed Tax Revenue $ 53,040 $ 49,500 7% Carry Forward $ 19,042 $ 25,552 -25% Interest $ 250 $ 250 0% Total Revenue $ 72,332 $ 75,302 -4% Direct Expenses Salaries $ 4,778 $ 4,448 7% Benefits $ 2,083 $ 1,718 21% Other Contract Services $ 3,655 $ 2,917 25% Software Support $ - $ 833 -100% Travel $ 218 $ 833 -74% Communications $ 145 $ 83 74% Postage $ 2,712 $ 583 365% Printing $ 24,235 $ 2,500 869% Promotional Activities $ 2,957 $ 250 1083% Promotional Entertainment $ - $ 250 -100% Office Supplies $ 166 $ 83 100% Dues $ - $ 83 -100% Aid $ 47,666 $ 12,500 281% G & A $ 5,156 $ 5,156 0% Materials Center $ - $ 83 -100% Promotional Advertising $ 19,427 $ 16,667 17% Tax Collector $ 1,217 $ 1,217 0% Total Direct Expenses $ 114,415 $ 50,204 128% Net Income $ (42,083) -58% YTD as of TDC Year to Date 2013 1/31/2013 Annual Variance P & L Report Actuals Budget Budget Bed Tax Revenue $ 152,294 $ 450,000 -66% Carry Forward $ 89,188 $ 306,622 -71% Interest $ 1,000 $ 3,000 -67% Total Revenue $ 242,482 $ 759,622 -68% Direct Expenses Salaries $ 21,531 $ 53,370 -60% Benefits $ 10,105 $ 20,620 -51% Other Contract Services $ 6,745 $ 35,000 -81% Software Support $ 9,600 $ 10,000 -4% Travel $ 218 $ 10,000 -98% Communications $ 650 $ 1,000 -35% Postage $ 3,480 $ 7,000 -50% Printing $ 24,235 $ 30,000 -19% Promotional Activities $ 2,957 $ 3,000 -1% Promotional Entertainment $ - $ 3,000 -100% Office Supplies $ 657 $ 1,000 -34% Dues $ 608 $ 1,000 -39% Aid $ 90,166 $ 150,000 -40% G & A $ 17,589 $ 61,868 -72% Materials Center $ 127 $ 1,000 -87% Promotional Advertising $ 49,911 $ 200,000 -75% Tax Collector $ 4,868 $ 14,604 -67% Total Direct Expenses $ 243,447 $ 602,462 -60% Net income $ (965) 0% ~ ~ N N O N O l D n N l0 h V1 lD W m ' ~ N N W ttI m N rl N',, m N ~. 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Sent: February 20, 2013 471 331 1861 1.34% e ~e• o ®a• ®®- 3063 2189 15.80% a e - 365 246 1.78 % 11.24 Sent: the number of subscribed email addresses in your list Delivered: the number of emails that are successfully sent to subscribers' inboxes Hard bounce: email addreses that are invalid or otherwise blocked Soft bounce: email addresses that are recognized, but cannot receive email because of a full inbox, temporary unavailable server, or other reasons Mail blocks: the recepient's email service is blocking email from the sending server Abuse complaints: receipients reported an email as Spam Unique opens: the number of unique recipients who opened the email Unique clicks: the number of unique clicks on links within the email Unsubscribes: the number of recipients who chose to opt-out of future mailings by clicking an unsubscribe link coll~nson~~~~r~ {pia u- z~i Ei'~'~' j3 ((ts` If you have any questions about this report, please contact Caroline Niziol (cniziol@collinsonmedia.com). Collinson Media & Events 115 Technology Parkway South Suite 250 I Norcross, GA 30092 From: Caroline Niziol To: Charlotte Bireley Subject: Re: TEST HTML :: It"s the Most Wonderful Time of the Year in St. Lucie! Date: Monday, February 11, 2013 1:42:57 PM Hello Charlotte, Thanks for approving! I've added the email address to your list as well as the leads that were sent over recently. The email will go out tomorrow morning, 2/12. You will get a report in a week's time. Best regards, Caroline Caroline Niziol Digital Marketing Coordinator collinson media & events 15 Technology Pkwy. S., Suite 250 Norcross, Georgia 30092 O: 678.987.9970 F: 770.582.9898 On Mon, Feb 11, 2013 at 12:18 PM, Charlotte Bireley <BirelevC(a stlucieco.org> wrote: Hi Caroline, The newsletter is good to go. Please let me know when you deploy it. Also, will you please add the following address to the distribution list? fpcmdeanr~city-ftpierre rom Thank you. Charlotte Lombard Bireley Manager of Tourism & Venues St. Lucie County 772.462.1539 ofc 772.462.1128 fax 772.480.6375 cell 2000 Virginia Avenue Ft. Pierce, FL 34982 www.visitstl uciefla.com From: Caroline Niziol [mailto:cniziolnacollinsonmedia.com] Sent: Monday, February il, 2013 12:03 PM To: Charlotte Bireley Subject: Re: TEST HTML :: It's the Most Wonderful Time of the Year in St. Lucie! Hmm. Well, here is a screenshot of what I see in the test email -- it's definitely being sent, so I'm not sure it's cutting off in your email when you see the forward. Caroline Niziol Digital Marketing Coordinator collinson media & events 15 Technology Pkwy. S., Suite 250 Norcross, Georgia 30092 O: 678.987.9970 F: 770.582.9898 On Mon, Feb 11, 2013 at 11:25 AM, Charlotte Bireley <BireleyCCo stlucieco.org> wrote: No, still can't see it Charlotte Lombard Bireley Manager of Tourism & Venues St. Lucie County 772.462.1539 ofc 772.462.1128 fax 772480.6375 cell 2000 Virginia Avenue Ft. Pierce, FL 34982 www. vis i tstl uci efla. com l~,¢iF~tur~~.~r3 v~ ~ ~~L~i ~~~r~a Fk, ('is ~ ra ~ ~ brr bt, Ltd{jq From: Caroline Niziol [mailto:cniziolCalcollinsonmedia.com] Sent: Monday, February 11, 2013 10:27 AM To: Charlotte Bireley Subject: Fwd: TEST HTML :: It's the Most Wonderful Time of the Year in St. Lucie! Can you see the bottom text now? If not I'll send a screenshot of the area. Caroline Niziol Digital Marketing Coordinator collinson media & events 15 Technology Pkwy. S., Suite 250 Norcross, Georgia 30092 O: 678.987.9970 F: 770.582.9898 ---------- Forwarded message ---------- From: St. Lucie County <info(a~email.visitstluciefla.com> Date: Fri, Feb 8, 2013 at 4:06 PM Subject: TEST HTML :: It's the Most Wonderful Time of the Year in St. Lucie! To: cniziol(a~collinsonmedia.com You are receiving this email as a test mailing. Some contents of this email may not display and/or behave properly. Learn more... 0 UPCOMING ST. LUCCnIE°~~+ ~VGI V I J 0 Groucho's Comedy Niaht Feb. 23, 2013 8:30pm Port SL Lucie Civic Center (772) 807-4488 ~ rl ~ r! In St. Lucie, Florida -home to the City. of Fort Pierce, the City of Port St. Lucie and the breathtaking beaches of Hutchinson Island-we sing this tune during the winter months when we are enjoying sunny, warm weather (think 70s and low BDSI) almost on a daily basis. li Fort Pierce really IS the most wondedul time of the ~aa & BiUPS year in St. Lucie! le Concert Outdoor activities abound when the humidity is low, the air is cool and the Mar. 6, 2013 skies are bluer than ever. Enjoy the peak 6:30pm time for catching sailfish offshore. 00 Port St. Lucie your charter here. Grab your clubs and Bot nb tee off at nearly two dozen golf courses. Gardens ° Pack your binoculars and catch a ° Fort Pierce glimpse at the amazing migratory bird (772) 337-1959 fallouts that happen every spring - c ick here for information. Work on your ion at one of our many pristine and uncrowded beaches. Parking and admission is F{OOke(1 OU always freel And don't miss your chance i~iUSIC to see Major League Baseball up close F2StIVai -the New York Mets start their Spring Training a[ the end of February in Port Mar. 30, 2013 St. Lucie. Get vour tickets now. 1 pm -tam 1 ve. A ° Downtown Fort ° Now that's just a small sampling of all Pierce there is to tlo in St. Lucie. Be sure to (7721 461-0880 check out our Ho[ Hotel Deals below and book your trip today! Fort Pierce st r Festival Apr. 6, 2013 _. 10am - 7pm Downtown Fort Pierce Riverwalk ° Not Hotel Deals ° ICY Mets Sprina Training u St. Lucie always has hotel o deals to keep your vacation affordable. Whether it's a pp °Let's Go Mets! Spring popular chain hotel or a Training games start on quaint, family-owned Saturday, February 23 and property, we have it all. go through Fritlay, March 29. Get your tickets nowt . ° Primetime for Bird Watchers °~t's peak season for ioatls of migratory birds that choose St Lucie as their destination. You should, tool. You are receving ihls email because you have signed up to receive more Information about St. Lucie County. To unsubscdbe, click heie.. St. Lucie County Tourist Development Council 2300 Virginia Ave i Fort Pierce i FL i 34982 Please Note: Florida has very broad public records laws. Most written communications to or from County offcials regarding County business are public records available to the public and media upon request. II is the policy of St. Lucie County that all County records shall be open for personal inspection, examination and / or copying. Your e-mail communications will be subject [o public disclosure unless an exemption applies to the communication. if you received this email in error, please notify the sender by reply e- mail and delete all materials from all computers. Please Note: Florida has very broad public records laws. Most wdtten communications to or from County officials regarding County business are public records available to the public and media upon request. It is the policy of St. Lucie County that all County records shall be open for personal inspection, examination and / or copying. Your e-mail communications will be subject to public disclosure unless an exemption applies to the communication. If you received this email in error, please notify the sender by reply e- mail and delete all materials from all computers. PARKS, RECREATION, FACILITIES MEMORANDUM TO: Tourist Development Council FROM: Charlotte Bireley, Manager, Tourism & Venues DATE: March S, 2013 RE: Proposed SEAL Museum Grant Agreement Payout In September 2010, the County entered into a 5-year Grant Agreement with the SEAL Museum to allocate future TDC capital funds generated from the 33% of the fifth cent Tourist Development Tax. As per the Grant Agreement, the County has paid regular monthly payments to the SEAL Museum in the amount of $7,632.08 in accordance with the amortization table for the construction loan that was received by the museum in order to fund an 8,500 square foot expansion. The agreement was not to exceed $470,000 including interest. Asper section 4a of the Grant Agreement, it states that "Lifter the first year of the term, the County shall have the right to prepay the principal amount of the loan in whole or in part." By April 15, 2013, the SEAL Museum's loan payout amount will be $231,156.73 with a daily interest amount of $34.1156. The County currently has a balance of $250,339 in reserves of the 33% of the fifth cent Tourist Development Tax fund. An additional $25,000 is also available in the grant agreement's contract reserve fund. If the County were to exercise its right to payout the loan, the interest savings on the loan would be approximately $18,609. Staff recommends the Tourist Development Council consider approval to exercise its right to payout the loan in an amount not to exceed $231,156.73 no sooner than April 15, 2013 using the reserve funds in the 33% of the fifth cent Tourist Development Tax fund. attachment c: Faye Outlaw, MPA, ICMA-CM Edward R. Matthews, Director, Parks, Recreation, Facilities Jennifer Hill, Budget Manager, Office of Management & Budget C 10-0~-3~ 2010 NATIONAL NAVY UDT-SEAL MUSEUM GRANT AGREEMENT (Tourist Development) THI56RANTA6REEMENT("Agreement"),between ST. LUCIECOUNTY,apolitical subdivision of the State of Florida, hereinafter called the "County" and UDT-SEAL MUSEUM ASSOCIATION, INC., a Florida not for profit corporation qualified under 501(c)(3) of the Internal Revenue Code, or its successors and nssigns, hereinafter called the "Recipient" (hereinafter, County and Recipient may be individually referred to as a "Party" or collectively as the "Parties"). WHEREAS, the Recipient had forty thousnnd (40,000) local, state, national and international visitors to the NATIONAL NAVY UDT-SEAL MUSEUM last year; and WHEREAS, the Recipient is the operator of the NATIONAL NAVY UDT-SEAL MUSEUM located in St. Lucie County, Florida, which is planning approximately a 8,400 square foot expansion; and WHEREAS, the Recipient has requested that the County assist in funding the MUSEUM expansion by allocating four hundred thousand and 0/100 {$400,000.00) dollors from the monies generated from 33% of the Fifth Cent Tourist Development Tnx; and WHEREAS, the County does not currently have the funds available to fully fund the proposed expansion but is willing to pledge future monies to the Recipient from the 33% of the Fifth Cent Tourist Development Tax for up to five (5) years to fund a maximum of $400,000, plus interest; and WHEREAS, the Recipient is willing to finance the construction of the expansion by obtaining a loan from a financial institution for the monies needed to construct the expansion; and WHEREAS, the County is not pledging any revenue source other than 33%of the Fifth Cent Tourist Development Tax. IN CONSIDERATION of the mutual benefits received by each Party, the Parties mutually agree as follows: 1. The County has agreed to disperse to the Recipient an amount not to exceed four hundred seven thousnnd and 00/100 dollars ($470,000.00) including interest at o rate 5:\ATTY\A6REEMNTUDT-Seol Muteum.wpd -1- not to exceed~/a ("Grunt") from the Fifth Cent Tourist Development Tax over a period of 5 years for construction of a 8,400 square-foot building addition (the "Project"). The sole source for the County's grant is 33% of the Fifth Cent Tourist Development Tax. The County makes no representation or guaranty that the allocation of the County's Fifth Cent Tourist Development Tax will generate a specific amount. In no event shall the recipient be able to compel the County to levy an nd-valorem tax. In no event shall the recipient be able to compel the County to disperse any other Tourist Development Tax monies. 2. The Project Manager for the County is Charlotte Lombard, who may be reached by telephone at (772) 462-1539. The Project Manager for the Recipient is Cnpt. Michael R. Howard, USN Ret., who may be reached by telephone at (772) 595-5845. 3. The Grant shall only be used by the Recipient for the construction of the Project in accordance with the St. Lucie County Tourist Development Council Capital Grants Program 2009/2010 Handbook and Recipient's Application, copies of which are attached hereto and incorporated herein ns Exhibits "A" and "B" respectively. To the extent there is a conflict between the Handbook and this Agreement, this Agreement shall prevail. With the consent of the County, the Recipient may modify the application because of physical, financial or legal circumstances. Independent of the Grant Agreement, the Recipient agrees to obtain n loan to fund the expansion. The County shall not be obligated to sign or co-sign the note. 4, The procedures for disbursing payments pursuant to the Grunt are set forth below ns follows: a. In accordance with the terms set out above, the County agrees to pay to the Recipient an amount not to exceed $470,000 including interest at a rate not to exceed ~/° subject to receipt of sufficient funds from the Fifth Cent Tourist Development Tax. The County agrees to pay these monies in monthly payments (subject to receipt of sufficient funds from the Fifth Cent Tourist Development Tnx) for five (5) years beginning on October i, 2010 and continuing on the first day of each succeeding month over the five year term in accordance with the amortization table attached as Exhibit "C". After the first year of the term, the County shall have the right to prepay the principal amount in whole or in part. b. The Parties agree that the Recipient shall begin construction on or before April 30, ZO11 and shall complete construction of the Project on or before March 1, 2012. Parties agree that if at anytime before o certificate of occupancy is issued the construction is halted, p~ment of the monies will cease. c. The parties agree that the construction and landscaping plans for the Project must be reviewed and approved by the County before construction begins which 5:\ATN\A6REEMNT\UDT-Seal Museum.wpd '2' approval shall not be unreasonably withheld. The Recipient agrees to contract with a licensed contractor to construct the Project. The contract between the Recipient and the contractor shall include provisions requiring the contractor to: (a) provide a public construction bond consistent with Section 255.05, Florida Statutes (2009); (b) general liability insurance with limits of of least 1,000,000/2,000,000 naming the County and the State of Florida as additional named insureds; (c) comply with applicable federal, state and local rules and regulations; and (d) comply with green technology and building standards to the maximum extent possible. The Parties agree that the County will be notified upon completion of the Project and provided an opportunity to perform an on-site inspection. d. The County will establish a reserve fund from the proceeds of 33°/a of the Fifth Cent Tourist Development Tax in the amount of $25,000.00 upon the commencement of the term. The reserve funds would be used in the event of a revenue shortfall and shall be replenished and maintained at the $25,000 for the five (5) year term or such time as the Recipient's loan is satisfied from the 33% of the Fifth Cent Tourist Development Tax. 5. The term of this Agreement shall be for five (5) year commencing on September 1, 2010. The term of this Agreement may be extended upon the mutual written consent of the Parties. Consent is hereby assumed if the principal amount of $400,000 has not been paid to the Recipient by the end of the five (5) year term. 6. The Recipient shall notify the County in writing within ten (10) days of any modifications to the Note obtained for the construction of the Project. 7. The Recipient shall have internal controls adequate to safeguard the Grant funds. Recipient shall submit an uncertified audit of all receipts and disbursements of Grant funds within sixty (60) days following the termination of this Agreement. 8. The Recipient grants to the County the right until the expiration of three (3) years after the last expenditure of Grant funds under this Agreement, to audit the use of the Grant funds. Upon demand, the County shall be provided with access and the right to examine any books, documents, papers, and records of the Recipient involving transactions related to the use of Grant funds. All required records shall be maintained by Recipient until the earlier of the following to occur: (a) nn audit is completed and all questions arising therefrom are resolved or the County has notified the Recipient in writing; or (b) until the expiration of three (3) years after the last expenditure of Grant funds. 9. Recipient responsibilities shall include the following: 5:\ATiY\A6REEMNT\UDT-Seal Museum.wpd -3- a. Maintenance -Upon completion, the Recipient shall maintain the Project in accordance with the standards of maintenance for other similar local facilities in accordance with applicable health standards including the roof and exterior walls as well as major equipment including air conditioning, electrical and plumbing. Project facilities and improvements shall be kept reasonably safe and in reasonable repair by Recipient to prevent undue deterioration and to encourage public use. b. Handicapped Accessibility -The Project will comply with handicapped accessibility in compliance with applicable federal, state and local laws, rules and requirements. c. General Accessibility - As n specific condition of this Agreement, the Project must be accessible to the public consistent with the Facilities Use Agreement between the parties, Tuesday through Sunday from 10:00 a.m. to 4:00 p.m. or as may be modified from time to time but not less than five (5) days per week, fifty-two (52) weeks per year, upon the payment of an entrance or membership fee on anon-exclusive basis without discrimination. d. On-Site Signage - Signage shall be erected by Recipient to acknowledge that Tourist Development Tax dollars were used in part to construct the Project. The Recipient shall submit the proposed Signage to the County for approval before construction. Approval by the County shall not be unreasonably withheld. The sign shall be compatible with the general decor of the premises. If not acceptable, the Recipient shall resubmit and erect Signage acceptable to the County. e. Recipient shall sign a restrictive covenant acceptable to the County Attorney in recordable form, the terms of which shall require that: (1) pursuant to Section 125.0104, Florida Statutes, the Grant funds be utilized to build, and improve a NATIONAL NAVY UDT-SEAL MUSEUM open to the public operated by snot-for-profit organization; and (2) if the Recipient dissolves or becomes inactive for a period of six (6) months or more or sells, transfers or assigns Recipient's interest in and to the MUSEUM to an individual, another profit or not-for-profit organization or otherwise and such sale, transfer or assignment is not first approved by the County, then title in and to the improvements constructed in, on or about the MUSEUM shall automatically revert to the County (title to the real property underlying the MUSEUM is currently vested in the State of Florida). 10. The Recipient shall make available all documents, papers, letters or other material subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Recipient in conjunction with this Agreement. 5:\ATTY\A6REEMNIIUDT-Seal Museum.wpd -4- il. Recipient agrees to pay on behalf of, protect, defend, reimburse, indemnify and hold harmless the St. Lucie County Board of County Commissioners, its officials, agents, employees, elected officers, and representatives and each of them, collectively and for the purposes of this Paragraph 10 only, the County at all times from and against any and all claims, liability, expenses, losses, costs, fines, recoveries and damages, including attorney's fees, resulting from the Recipient's receipt and expenditure of the Grant funds or causes of action of every kind and character against the County, including but not limited to, damage to property or the environment or bodily injury (including death, specifically arising out of or as a result of or incident to or in connection with Recipient's performance under this Agreement or the condition of the MUSEUM as a result of actions taken or omissions by Recipient pursuant to this Agreement; provided, however, that Recipient shall not be responsible to County for any claims, liability, expenses, losses, costs, fines, recoveries and damages, including costs and attorney's fees, resulting out of bodily injury or damages to property which Recipient can establ ish as being attri butable to the sale negligence of County, its respective agents, servants, employees or officers. Recipient further agrees to pay on behalf of, indemnify and hold harmless the County for any fines, citations, court judgments, insurance claims, restoration costs or other liabilities specifically resulting from the Recipient's activities in, on or about the Project, whether or not the Recipient was negligent or even knowledgeable of any events precipitating such a fine, citation, insurance claim, restoration cost or other liability. The Recipient hereby acknowledges that the payments made under this Agreement include specific consideration for the indemnification provided herein. 12. The Recipient agrees to comply with all local, state and federal laws, rules and regulations including but not limited to Americans with Disability Act and Ordinance No. 09- 005 "Local Preference:' 13. All future publications, media productions and exhibit graphics concerning this Project and this Agreement shall include the following statement: "Sponsored in part by St. Lucie County Tourist Development Council." 14. The County may terminate this Agreement on thirty (30) days notice if the Recipient fails to obtain an adequate construction loan by January 1, 2011. Either Party may terminate this Agreement with cause upon the delivery of ninety (90) days' prior written notice to the other Party and failure of that party to cure the alleged default within ninety (90) days the Recipient shall reimburse the County for: (a) all unexpended Grant funds as of the effective date of the termination; and (b) Grant funds expended in conflict with Recipient's application notwithstanding the time of disbursement. 5:\ATTY\A6REEMNT\UDT-Seal Museum.wpd '~J- 15. Any notice shall be in writing and sent registered or certified mail, return receipt requested, postageand charges prepaid, and addressed to the Parties at the following addresses: To the County: St. Lucie County Administrator 2300 Virginia Avenue, Third Floor Fort Pierce, Florida 34982 With a copy to: St. Lucie County Attorney 2300 Virginia Avenue, Third Floor Fort Pierce, Florida 34982 To the Recipient: UDT-SEAL Museum Association, Inc. 3300 N. Highway AlA Fort Pierce, Florida 34949 With a copy to: Notice shall be deemed received on the date set forth on the return receipt. If any notice is returned because a Party refused to accept delivery thereof, then notice shall be deemed received on the date the notice was refused by such Party as evidenced by said return receipt. 16. No amendment,modificntionorwaiverofanytermorconditioncontainedinthis Agreement shall be valid or effective unless in writing, properlyauthorized, executed by both Parties and delivered. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other conditions or subsequent breach whether of like or different nature. If the County currently provides or subsequently provides any forms of contract modification, Recipient agrees to use said forms. 17. Except as otherwise provided, this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and/or assigns (only if permitted by the terms hereof). 18. The Recipient, however, shall not assign this Agreement to any other person or firm without first obtaining County's written approval. In addition, the Recipient shall not have the right to assign any or all of its rights and interests under this Agreement to any subsidiary or parent company, or any successor to its business through merger, consolidation, voluntary sale, or transfer of substantially all of its assets without the express written consent of the County. For purposes of this paragraph, a transfer of substantially of its assets shall mean more than fifty percent (50%) of the proprietary interest in the business entity transfer, other than between themselves, their immediate fami li es or their heirs, such 5;\ATTY\A6REEMN1lUDT-Segl Museum.wpd '6' proprietary interest to another person firm, partnership, corporation or business entity. Any attempt to effect an assignment without the County's prior written consent shall be deemed a default subject to the remedies provided herein. 19. This Agreement embodies the whole understanding and agreement of the Parties with respect to the subject matter of this Agreement. There are no promises, terms, conditions,orobligationsotherthanthosecontainedinthisAgreement. This Agreement shall supersede all previous communications, representations oragreements between the Parties, either verbal or written. 20. In the event of a dispute between the Parties in connection with this Agreement, the Parties ngree to submit the disputed issue or issues to a mediator for non- binding mediation prior to filing n lawsuit. The Parties shall ngree on a mediator chosen from a list of certified mediators available from the Clerk of Court for St. Lucie County, Florida. The fee of the mediator shall be shared equally by the Parties. To the extent allowed by law, the mediation process shall be confidential and the results of the medintion or any testimony or argument introduced nt the mediation shall not be admissible as evidence in nny subsequent proceeding concerning the disputed issue. 21. All interpretations of this Agreement shall be governed by the laws of the State of Florida. In the event it is necessary for either Party to initiate legal action regarding this Agreement: (n) for any claims arising under state law, venue shall be vested in the Nineteenth Judicial Circuit, in and for St. Lucie County, Florida; and (b) for nny claims arising under federal law, venue shall be vested in the U.S. District Court for the Southern District of Florida and each party shall be responsible for their own expenses and costs, notwithstanding any other provisions herein. IN WITNESS WHEREOF, the Parties have caused the execution by their duly authorized officinls os of the day and year set forth below the signature of the last of the Parties to execute this Agreement. BOARD OF COUNTY COMMISSIONERS ST. LUCIE COUN'T~- FLORIDA BY: 5:\AT7Y\A6REEMNT\UOT-Seal Museum.wpd -7- APPROVED AS TO FORM AND CORRECTNESS: BY: ~~~~ r~i County Attorney UDT-SEAL MUSEUM ASSOCIATION, INC. Title: /~E~IS(/R~tZ Date: ~/~ °'~~ G 10 5:\ATTY\A6REEMNT\UDT-Seal Museum.wpd '$'