Item E2
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Iv-feeting Date: JUNE 21, 2006
Division:
TDC
Bulk Item: Yes -X- No
Department:
Statl Contact Person: Maxine Pacini
AGENDA ITEM WORDING:
Approval of a contract with 3406 North Roosevelt Boulevard Corporation d/b/a Visit Florida Keys for
the provision of services for operating an executive office for tourism promotion by Monroe County
Code Sections 2-299 (D)(E).
ITEM BACKGROUND:
TDC approved same at their meeting of May 23, 2006
PREVIOUS RELEVANT BOCC ACTION:
CONTRACT/AGREEMENT CHANGES:
New Contract
ST AFF RECOMMENDATIONS:
Approval
TOTAL COST: $1.107.000.00
BUDGETED: Yes -K- No
COST TO COUNTY: $1,107,000.00
SOURCE OF FUNDS:
TDC
REVENUE PRODUCING: Yes --X- No
AMOUNT PER MONTH_ Year
APPROVED BY: County Atty -X- OMB/Purchasing ~
Risk Management ~
DIVISION DIRECTOR APPROVAL:
(Lynda Stuart)
DOCUMENT A TION:
Included X
Not Required_
DISPOSITION:
AGENDA ITEM
Revised 2/05
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRi\CT SUMMARY
Contract with: 3406 North Roosevelt Contract #
-
Blvd Corporation Effective Date: 6/21/06
Expiration Date:
Contract Purpose/Description:
Approval of a contract with 3406 Nonh Roosevelt Boulevard Corporation d/b/a Visit
Florida Kevs for the provision of services for operating an executive office for tourism
promotion bv Monroe Countv Code Sections 2-299 (D)(E).
Contract Manager: Maxine Pacini 3523 TDC # 3
(Name) (Ext. ) (Department/Stop #)
for BOCC meeting on 6/21/06 Agenda Deadline 6/6/06
CONTRACT COSTS
Total Dollar Value of Contract $ 1,107,000
Budgeted? Yes[g] No 0 Account Codes:
Grant: $
County Match: $
Current Year Portion: $
SEE ATTACHED SHEET
- - - -
-~-~~
ADDITIONAL COSTS
Estimated Ongoing Costs: $~yr For:
(Not included in dollar value above) (eg. maintenance, utilities,janitorial, salaries, etc.)
. .
---
CONTRACT REVIEW
County Attorney
~ YesONo
Changes
Needed
YesO NoG
Date Out I
/)IJV~61.
Division Director
~
Risk Management
OJv~jPUrchasing
. , \{,{,
YesD Noffi i) I
, .
Comments:
OMB Fonn Revised 2/27/01 Mep #2
CORPORATION CONTRACT LINE ITEM NUMBERS
115 75035 530340 T75M205X 530480
115 75035 530340 T75E203X 530340
116 76065 530340 T76G218X 530340
116 76065 530340 T76G219X 530340
116 76065 530340 T76G099X 530340
116 76065 530510 T760246X 530510
116 76065 530340 T76G219X 530340
116 76007 530340 T760243X 530340
116 76007 530340 T760213X 530340
116 76065 530340 T76G221X 530340
116 76065 530340 T76G250X 530340
116 76007 530340 T760236X 530340
117 77003 530340 T770236X 530340
118 78003 530340 T78A236X 530340
119 79003 530340 T790236X 530340
120 70003 530340 T70A236X 530340
121 71003 530340 T71A236X 530340
IU[ [lO~IDA ~[Y) & ~[W.lli
MO~RO[ COUNTY TOURIST OfVflOPMINr COUN(] l
CflMB 0; '/flu alBfi
1201 White Street, Suite 102, Key West, Florida 33041 U.S.A.
(305) 296-1552 (305) 296-0788 (fax)
http://www.fla-keys.comsa/es@lla-keys.com
MEMORANDUM
DATE:
May 3, 2006
TO:
FROM:
RE:
Monroe County Board of County Commissioners
Michael Ingram, TOC Chairman
3406 North Roosevelt Blvd. Corp. (dba Visit Florida Keys)
The Monroe County Tourist Development Council (TDC) has unanimously approved the
agreement with the North Roosevelt Blvd. Corporation (dba Visit Florida Keys) to
provide the services of operating an executive office for tourism promotion for Monroe
County.
Since the Monroe County Board of County Commissioners approved the appointed
Tourist Development Council members to serve as the board of directors of the 3406
North Roosevelt Blvd. Corp., in October, 1992, to provide the executive office services,
the corporation has been authorized to contract for the tourism promotion of Monroe
County.
The TDC recommends approval of this agreement between the provider and the Board
of County Commissioners of Monroe County,
AGREEMENT FOR EXECUTIVE OFFICE SERVICES
MONROE COUNTY TOURIST DEVELOPMENT COUNCIL
THIS AGREEMENT is made this day of , 2006, by and between
the Board of County Commissioners of Monroe County, Florida (County) and the 3406 North Roosevelt
Boulevard Corporation d/b/a Visit Florida Keys (Provider), a corporation incorporated in the State of
Florida.
WHEREAS, the County is authorized to contract for the provision of services for operating an
executive office for tourism promotion by Monroe County Code Sections 2-299 (D)(E);
WHEREAS, Provider was created for the purpose of continuity in the provision of said services;
and
WHEREAS, Provider has satisfactorily provided such services for fourteen years; and
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the
parties agree as follows:
1, Contract Period: This agreement is for the periOd commencing October 1, 2006 through
September 30, 2009, unless earlier terminated pursuant to paragraphs 9 and 10 below. The
County has an option to extend this contract for an additional (2) year period beyond the
initial award period, upon agreement of both parties.
2. Scooe of Services: The Provider shall provide the work plan and services described in detail
in Exhibit A, attached hereto and incorporated herein by reference. The Provider shall
provide competent personnel necessary to perform this agreement and shaH be wholly
responsible for the successful completion of services required under this agreement.
3. Payment:
A) County shall pay from tourist development tax funds, an amount not to exceed
One Million, One Hundred and Seven Thousand Dollars ($1,107,000.00) for the contract
year ending September 3D, 2007. For each of the remaining years, under the
agreement, County shall pay 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. Payment is contingent upon an annual appropriation by the Board of
County Commissioners of Monroe County.
8) Payment shari be made as follows:
i) Provider shaH submit monthly, to the County's finance office, an estimate
of payroll costs, including salaries and related fringe benefits, necessary
to be paid during the following month. The submitted documentation
shall include an accounting for the monies advanced previously for the
payroll costs. Payment for the following month's payrotf cost will be
remitted to Provider in advance for the corporate employee pay dates
Corporation agreement 2006
1
provided the request for advance with necessary documentation has
been submitted to County's finance department in a timely manner prior
to said pay date.
it) Provider shall be reimbursed for all reasonable & permissible corporate
expenditures reimbursable under County's guidelines and pOliCies as
applied to the 3406 North Roosevelt Boulevard Corporation. Provider
may submit bills for reimbursable expenditures to the County's finance
office to be paid directly from County to any payee entitled to said
reimbursement.
4. Records - Access and Audits: The Provider shall maintain adequate and complete
records to justify all charges, expenses and costs incurred in performing the work for at least
three (3) years after completion of this agreement. The County shall have access to such books,
records, and documents concerning the contracted services. The access to and inspection of
such books, records, and documents by the TOC or County shall occur at any reasonable time.
Provider understands that it shall be responsible for any and all audit exceptions identified by
TOC or County. Any current or subsequent contract awards will be offset by the amount of any
audit exceptions.
5. Personnel/Principals:
A) The Provider acknowledges that a major reason for its selection by the County to
perform the services described in this agreement is the qualification and
experience of the principal personnel and board of directors of Provider. The
Provider therefore agrees that the directors and officers shall be primarily
responsible for the performance of this agreement.
S) The Provider may employ such personnel as are necessary to provide the
services subject to availability of funding by County. The ProVider may establish
employee contracts for the principal personnel needed to provide the services.
Provider agrees to provide documentation or evidence of the actual amounts of
time expended by its personnel upon request from County;
C) Directors and Officers of the Provider are the same individuals who have been
appointed by County as TOC members.
6. Offices: County shall provide in addition to the sum in paragraph 3(A) such
premises, equipment and supplies as are required for the day to day operation of the executive
office pursuant to County policy and guidelines. As of the commencement of this agreement,
said premises, equipment. and existing supplies are rocated at 1201 White Street, Suite 102, Key
West, Frorida. All additional procurement for use by the executive office shall comply with all
statutes, ordinances, rules and regulations governing such procurement by the County.
Corporation agreement 2006
2
7, Independent Contractor RelationshiQ: The Provider, is and shaH be, in the performance
of all works, services, and activities under this agreement, an independent contractor and not an
employee, agent or servant of the County. The Provider shall exercise control, direction, and
supervision over the means, manner and personnel in which it and its employees perform the
work. In all respects, the Provider's relationship and the relationship of its employees to the
County shall be that of an independent contractor and not as employees or agents of the County.
Moreover, the Provider shall have no authority whatsoever to act on behalf and/or as agent for
the County in any promise, agreement, or representation other than specifically provided for in
this agreement. The County shall at no time be legally responsible for any negligence on the part
of Provider, its employees or agents, resulting in either bodily or personal injury or property
damage to any individual, Provider or corporation.
8. Modification; Additions to, modification to, or deletions from the Scope of Work and/or
costs of work set forth in this agreement may be made only by amendment to this agreement
which must be approved in writing by the County. No modification shall become effective without
written approval of County.
9. Termination for Breach: The Provider may immediately terminate this agreement for any
breach of the terms contained herein. Such termination shall take place immediately upon receipt
of written notice of said termination. Any waiver of any breach of covenants herein contained to
be kept and performed by Provider shall not be deemed or considered as a continuing waiver and
shall not operate to bar or prevent the County from declaring a forfeiture for any succeeding
breach either of the same conditions or of any other conditions.
10. Termination: Termination of this agreement shall Occur at the natural ending date, or
earlier should County determine that there has occurred any material breach of any covenants
herein contained, a change in organization of either Provider or TOC Occurs, or the source of
funds be exhausted, eliminated or otherwise cease, or the County otherwise deems it is in the
best interest of the County to terminate. Termination by County may be with or without cause.
A)
In the event that funds are partially reduced, the parties hereto shalf
negotiate the terms of this agreement If no agreement can be reached
within sixty (60) days of notice of reduction of funds, this agreement may
be terminated at the County's option upon written notification to the
Provider,
In the event County terminates for breach of contract, termination shall
be effective immediately or at such time as County shall declare in its act
to terminate for cause,
B)
Corporation agreement 2006
3
C) In the event County terminates without cause, the termination shall not
take effect until at least one hundred and twenty (120) days subsequent
to written notice to Provider.
County shall not be obtigated to pay for any services or expenses incurred after the effective date
of termination except for those expenses incurred to terminate the corporate existence and to file
returns and reports required by governmental agendes.
11. Indemnification and Hold Harmless: This Provider wit! be required to indemnify and
hold harmless the County and provide insurance as per Exhibit C.
12. fermits: The Provider shall secure all required permits, and/or licenses necessary
for this agreement, subject to reimbursement or direct pay proviSions of paragraph 3.
13. Laws and Reaulations:
A) This Agreement shalf be construed by and governed under the laws of the state
of Florida unless in an area of law pre~empted by federal law. Provider agrees
that the venue of any dispute shall be in Monroe County, Florida.
B) Provider shall comply with all laws including but not limited to those listed in
Exhibit D.
C) The Provider shall comply with aU 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, gender preference, gender identity
or national origin in the performance of work under this agreement.
D) Any violation of statutes, ordinances, rules, regulations and executive orders
shall constitute a material breach of this Agreement and shall entitle the County
to terminate this Agreement immediately upon delivery of written notice to the
Provider.
14. Taxes: The County is exempt from federal, excise and state of Florida sales tax.
15. Finance CharQes; The County shall not be responsible for any finance charges.
16. Severabilitv: If any provision of this agreement shall be held in a court of competent
jurisdlction 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 this agreement shall be valid and enforceable to the fullest extent
permitted by law.
17, Force Maieure: The Provider shall not be Hable 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 is 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,
Corporation agreement 2006
4
jurisdictional action, or insufficient supply of fuel, electricity, or materials or supplies, or technical
failure where the Provider has exercised reasonable care in the prevention thereof, and any such
delay or failure shall not constitute a breach of this agreement.
18. Assianment Provider shall not assign, transfer, sublease, pledge, hypothecate,
surrender, or otherwise encumber or dispose of this agreement or any estate created by this
agreement or any interest in any portion of same, or permit any other person or persons,
company or corporation to perform services under this agreement without first obtaining the
written consent of the County. In the event of such consent, this agreement shall be binding upon
the Provider's successors or assigns.
19. Disclosure: The Provider shall be required to fist any or all potential conflicts of
interest, as defined by Florida Statute 112 and Monroe County Ethics Ordinance. The Provider
shall disclose to the County aU actual or proposed conflicts of interest, financial or otherwise,
direct or indirect, involving any client's interest which may conflict with the interest of the TOC or
County.
20. Additional Conditions; The Provider agrees to accept additional conditions governing
the use of funds or performance of work as may be required by federal, state or local statute,
ordinance or regulation or by other policy adopted by County. Such additional conditions shall
not become effective until Provider has been notified in writing and no such additional conditions
shall be imposed retroactively.
21. Indeoendent Professional Judaement: Provider shall at aU times exercise independent
professional judgement and shaff assume full responsibility for the service to be provided and
work to be com pleted.
22. Care of Prooert\{: The Provider shall be responsible to the TOC and County for the
safekeeping and proper use of the property entrusted to Provider's care, and to process aU
documents necessary to continue, without interruptions, any maintenance or service contracts
relating to such eqUipment for its service life.
23. Ethics Clause: The Provider warrants that it has not employed, retained or othel"Nise
had act on its behalf any former county officer or employee subject to the prohibition of Section 2
of Ordinance No. 010-1990 or any TOC or County officer or employee in violation of Section 3 of
Ordinance 010-1990. For breach or violation of this provision the County may, in its discretion.
terminate this agreement without liability and may also, in 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 TOC or County officer or employee.
24. 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 required, to the other
party as follows:
Corporation agreement 2006
5
To Provider:
TDC Director
3406 North Roosevelt Boufevard Corporation
1201 White St., Suite 102
Key West, Florida 33040
To TDC or County:
County Attorney
p, 0, Box 1026
520 Whitehead St, 3rd Froor
Key West, Florida 33040
25. Insurance: The Provider shalt maintain the following required insurance throughout the entire
term of this contract and any extensions, Failure to comply with this provision may result in the
immediate suspension of all work until the required insurance has been reinstated or replaCed,
Delays In the completion of work resulting from the failure of the PROVIDER to maintain the
required insurance shall not extend any deadlines specified in this contract and any penalties and
failure to perform assessments shall be imposed as if the work had not been suspended, except
for Provider's failure to maintain the required insurance.
The Provider shall provide, to the County, as satisfactory evidence of the required insurance,
either:
*
Certificate of Insurance
or
*
A Certified copy of the actual insurance policy
The County, at its sole option, has the right to request a certified copy of any or all
insurance poliCies required by this contract.
All Insurance policies must specify that they have a thirty (30) day notice of cancellation, non-
renewal, material change in policy language or reduction in coverage.
The acceptance and/or approval of the Providers insurance shall not be construed as relieving
the Provider from any liability or obligation assumed under this agreement or imposed by law.
The Monroe County Board of County Commissioners, its employees and officials shall be
included as an "Additional Insured" on all insurance policies, (except for Workers' Compensation.)
as their interests may appear in all pOliCies issued to satisfy these requirements.
Any deviations from these General Insurance Requirements must be requested in writing on the
County prepared form entitled "Request for Waiver of Insurance Requirements". Any deviation
must be approved in writing by Monroe County Risk Management.
A Prior to the commencement of work governed by this agreement the PROVIDER shall
obtain Workers' Compensation Insurance with limits sufficient to comply with Florida Statute 440.
In addition, the Provider shall obtain Employers' liability Insurance with limits of not less
than:
$100,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease
$100,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of this agreement.
Corporation agreement 2006
6
Coverage shall be provided by a company or companies authorized to transact
business in the state of Florida and the company or companies must maintain a minimum rating
of A-V1, as assigned by the A.M. Best Company.
B. Prior to the commencement of work governed by this agreement the PROVIDER shall
obtain General Liability Insurance. Coverage shall be maintained throughout the life of the
agreement and include, as a minimum:
... Prem ises Operations
... Products and Completed Operations
... Blanket Contractual Liability
... Personal Injury Liability
... Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$500,000 combined single limit
If split limits are provided, the minimum limits acceptable shall be:
$ 250,000 per person
$500,000 per Occurrence
$ 50,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made
policy, its provisions should include coverage for claims filed on or after the effective date of this
agreement In addition, the period for which claims may be reported should extend for a minimum
of twelve (12) months following the acceptance of work by the COUNTY.
The Monroe County Board of County Comm issioners shall be named as Additional Insured as
their interests may appear (see attached document for full text) on all insurance pOlicies issued to
satisfy the above requirements.
C. Recognizing that the work governed by this agreement requires the use of vehicles, the
Provider, prior to the commencement of work, shall obtain Vehicle Liability Insurance. Coverage
shall be maintain throughout the life of the agreement and include, as a minimum, liability
coverage for:
... Owned, Non-Owned, and Hired Vehicles
The Minimum limits acceptable shall be:
$300,000 Combined Single Limit (CSL)
Jf spJit limits are provided, the minimum limits acceptable shall be:
$100,000 per Person
$300,000 per Occurrence
$ 50,000 Property Damage
26. Time: Time shaH be of the essence as to this agreement.
Corporation agreement 2006
7
27. Full AQreement: This agreement constitutes the entire and full understanding
between the parties hereto and neither party shall be bound by any representations, statements,
promises or agreements not expressly set for herein and in duly executed amendment under
paragraph 8 hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above
written.
3406 North Rooseveltj;Joulevard Corporation
i1 . . .' c~""
by /~d.l:;e:~~iI,JOd l-.
M;",^tA.()\ \ ~(ZtlN1
Print Name
Witness
Print Name
(SEAL)
Monroe County Board
of County Commissioners
Clerk
Mayor/Chairman
MONROE COUNTY ATTORNEY
APPROVED AS TO AM:..
SUSAN M. GRI SLEY
ASSISTANT COUNT ATTORNEY
5""-~OG
Corporation agreement 2006
8
EXHIBIT A
SCOPE OF SERVICES
1. Administration, supervision and maintenance of a full-time office located in Key
West, Florida, used exclusively for the marketing activities of the Monroe County
Tourist Development Council, an advisory board to the Board of County
Commissioners. Regular hours of business shall be from 9:00 a.m. to 5:00 p.m.,
Monday through Friday, excluding holidays observed by County. Provider shall
provide a full staff for executive services of TDC business and shall keep the
executive office open to the pUblic and County during regular hours.
2. Implement the policies, procedures and programs established by the TDC under
the guidance of the governing board of the County.
3. Promote Monroe County tourism in domestic and international markets within all
marketing efforts within authorized uses of revenue pursuant to Florida Statutes
and Monroe County ordinances.
4. Supervise all marketing, including advertising, public relations, sales, film
commission, website promotions and market research responsibilities for the
TOG.
5. Develop and implement an annual marketing plan.
6. Develop, present, and implement the annual TDe budget in accordance with
Florida Statutes, Monroe County ordinances and county procedures.
7. Prepare and maintain TDC documents, records and reports required by TOC
andlor County.
8. Maintain the existing policy and procedure operations manual, updated as
required by TDC and County directives, and adhere to its provisions.
Corporation agreement 2006
9
9. Develop and coordinate agreements with any sub-contractors or agencies of
record.
10. Place public notices required for all meetings of the Tourist Development
Council, District AdvIsory Committees, Umbrella Advisory Committees and alt
other committees of the TDC. Prepare and deliver to committee members and
designated recipients the agenda packets for the meetings. Attend, record, and
transcribe minutes of all such public meetings.
11. Develop and coordinate appropriate requests for proposals/bids and agreements
on event and capital project funding, other authorized funding on behalf of the
TDC and County.
12. Assist the coordination and communication between and among the Advisory
Committees of the TDC.
13. Coordinate public notice of District Advisory Committee member vacancies,
receipt of applications, distribution to nomination committee and subsequent
approval by the TDC or County as applicable.
14. Provide to TDC and County all financial information available regarding requests
for advertising, marketing, public relations, sales and event or capital
expenditures
15. Maintain all appropriate insurances required by County and maintenance of
corporation fees and tax returns.
16. Produce an annual report for the TDG and the County.
Corporation agreement 2006
10
EXHIBIT B
ADMINISTRATIVE BUDGET
Salaries & related costs
Insurance & related corporate costs.
$870,000
j237.000
$1,107,000
*
accounting fees
401(k) Profit sharing plan fees
legal fees
annual corporate fees
bank charges
medical/dental insurance
worker's compensation
general liability & content insurance
directors & officers insurance
professional liability insurance
auto insurance
office supplies & equipment not covered by county
travel expenses: airfare, lodging, meals miscellaneous advance travel
costs
familiarization (FAM) related costs not covered under purchase orders
sales missions and promotion costs not covered under purchase orders
educational classes/seminars/workshops to develop & advance work
related skills
training and educational aids
cash on delivery (COD) items/postage due
sales related purchases i.e. books, promotional items
Corporation agreement 2006
11