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Item E4BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date: FEBRUARY 21 2007 Division: TDC Bulk Item: Yes X No _ Department: Staff Contact Person/Phone #: Maxine Pacini 296-1552 AGENDA ITEM WORDING: Approval is requested to advertise a Request for Qualifications for European Sales Agency Services for Monroe County Tourist Development Council. ITEM BACKGROUND: TDC approved same at their meeting of January 30, 2007. PREVIOUS RELEVANT BOCC ACTION: CONTRACT/AGREEMENT CHANGES: STAFF RECOMMENDATIONS: Approval TOTAL COST: COST TO COUNTY: BUDGETED: Yes No SOURCE OF FUNDS: REVENUE PRODUCING: Yes — No _ AMOUNT PER MONTH Year APPROVED BY: County Atty X OMB/Purchasing X Risk Management X DOCUMENTATION: Included X Not Required DISPOSITION: AGENDA ITEM # Revised 11/06 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS REQUEST FOR QUALIFICATIONS EUROPEAN SALES AGENCY MONROE COUNTY TDC Mr. Matthew Babich Mayor Mario Di Gennaro Mr. Todd Firm Ms. June Helbling Mayor Morgan McPherson Mr. Robert Padron Mr. Scott Simmons Ms. Christina Weinhofer Mr. Douglas Wright Marketing Director Harold Wheeler All responses submitted to this solicitation should be addressed to and received no later than 3:00 p.m. March 29, 2007 at: Purchasing Monroe County, Florida 1100 Simonton Street, I" Floor, Room 1-213 Key West, Florida 33040 Attention: REQUEST FOR QUALIFICATIONS: EUROPEAN SALES AGENCY 1 European Sales Request for Qualifications - 2007 NOTICE OF CALLING FOR QUALIFICATIONS NOTICE OF REQUEST FOR QUALIFICATIONS NOTICE IS HEREBY GIVEN TO PROSPECTIVE PROPOSERS that on March 29, 2007 at 3:00 P.M. at the Monroe County Purchasing Office, the Board of County Commissioners of Monroe County, Florida, will open sealed proposals for the following: EUROPEAN SALES AGENCY SERVICES FOR MONROE COUNTY TOURIST DEVELOPMENT COUNCIL RFP-TDC- Requirements for submission and the selection criteria may be requested from DemandStar by Onvia at www.demandstar.com OR http://www.co.monroecounty-fl.i!ov/paizes/msd/bids.htm or call toll -free at 1- 800-711-1712. The Public Record is available at the Purchasing Office located at the Gato Building, 1100 Simonton Street, Key West, FL 33040. All questions should be directed to the Administrative Office of the Tourist Development Council by phoning (305) 296-1552. Any addenda to this Request for Proposals (RFP) shall be distributed to vendors on the list of Demandstar distributees for this RFP. Respondents must submit two (2) signed originals and thirteen (13) complete copies of the proposal in a sealed envelope clearly marked on the outside, with the Proposer's name and "Sealed Proposal for Request for Qualifications for European Sales Agency Services for Monroe County Tourist Development Council" addressed to: Monroe County Purchasing Office 1100 Simonton Street, Room 1-213 Key West, FL 33040 Phone: (305) 292-4466 Fax: (305) 292-4465 All responses must be received by the County Purchasing Office before 3:00 P.M. on March 29, 2007. Any responses received after this date and time will be automatically rejected. Materials may be delivered by Certified Mail, Return Receipt Requested, hand -delivered or couriered. Faxed or e-mailed responses will be automatically rejected. Hand delivered responses may request a receipt. If sent by mail or by courier, the above -mentioned envelope shall be enclosed in another envelope addressed to the entity and address stated above. Proposers should be aware that certain "express mail" services will not guarantee specific time delivery to Key West, Florida. It is the sole responsibility of each Proposer to ensure its proposal is received in a timely fashion. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. All submissions must remain valid for a period of one hundred and sixty (160) days from the date of the deadline for submission stated above. The Board will automatically reject the response of any person or affiliate who appears on the convicted vendor list prepared by the Department of General Services, State of Florida, under Sec. 287.133(3)(d), Florida Statute (1997). Monroe County declares that all or portions of the documents and work papers and other forms of deliverables pursuant to this request shall be subject to reuse by the County. Tourist Development Council staff, at a publicly noticed meeting, will select up to three (3) responses to present to the Tourist Development Council. The recommendation, including a contract, will be presented to the Board of County Commissioners of Monroe County, Florida, for final awarding or otherwise in the best interest of the County. The Board reserves the right to reject any and all responses, to waive informalities in any or all proposals, to re -advertise for proposals; and to separately accept or reject any item or items and to award and/or negotiate a contract in the best interest of the County. Dated at Key West this day of January, 2007. European Sales Request for Qualifications - 2007 TABLE OF CONTENTS SECTION ONE Instruction to Respondents SECTION TWO General Terms and Conditions Page 4 11 SECTION THREE Terms and Conditions Specific to European Sales Agency RFQ 13 SECTION FOUR Sample Agreement SECTION FIVE Insurance Requirements SECTION SIX Response Proposal/Qualification Forms Request for Qualifications Checklist 14 23 21-25 26 European Sales Request for Qualifications - 2007 SECTION ONE INSTRUCTION TO RESPONDENTS 1.01 DESCRIPTION The Monroe County Tourist Development Council (MCTDC, TDC, or the Council), is a public body created by referendum of the electors. Monroe County is one of 52 Florida counties whose people elected to have a Tourist Development Council (TDC), a joining of private and public sector efforts to assist in development of a tourism economy. The mission of the Monroe County Tourist Development Council is to set an overall direction for the Monroe County tourism marketing effort in a manner that will assure long-term sustained growth in tourism revenues while also guaranteeing the sustainability and improvement of our product, including both our man-made and natural resources, and improvements to the quality of life of our residents. The Respondent awarded a Contract shall provide European Sales services for the Monroe County Tourist Development Council (TDC). The Contract will provide for the European Sales Agency to act as a Provider to the Monroe County TDC (TDC) that shall provide services as outlined within Specifications in section III of this RFQ. 1.02 COPIES OF QUALIFICATION DOCUMENTS A. Only complete sets of Qualification Documents will be issued and shall be used in preparing responses. The COUNTY does not assume any responsibility for errors or misinterpretations resulting from the use of incomplete sets. B. Complete sets of Qualification Documents may be obtained in the manner and at the location stated in the Notice of Calling for -Qua !cations. 1.03 QUALIFICATION REQUIREMENTS The two (2) original responses, marked "Original' and thirteen (13) copies marked "Copy" [fifteen (15) complete packages] of the Qualification documents must be received. 1.04 DISQUALIFICATION OF RESPONDENTS A. NON -COLLUSION AFFIDAVIT: Any person submitting a Qualification document in response to this invitation must execute the enclosed NON -COLLUSION AFFIDAVIT. If it is discovered that collusion exists among the Respondents, the Qualification documents of all participants is such collusion shall be rejected, and no participants in such collusion will be considered in future Qualifications for the same work. B. PUBLIC ENTITY CRIME: A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a Qualification document on a Contract to provide any goods or services to a public entity, may not submit a Qualification document on a Contract with a public entity for the construction or repair of a public building or public work, may not submit Qualification documents on leases 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. C. DRUG -FREE WORKPLACE FORM: Any person submitting a Qualification document in response to this invitation must execute the enclosed DRUG -FREE WORKPLACE FORM and submit it with his response. Failure to complete this form in every detail and submit it with your response may result in immediate disqualification of your Qualification document response. European Sales Request for Qualifications - 2007 D. REQUEST FOR QUALIFICATIONS RECEIVED AFTER DEADLINE: Any response submitted after the RFQ deadline of March 29, 2007 at 3:00 p.m. will automatically be disqualified. 1.05 EXAMINATION OF RFQ DOCUMENTS A. Each Respondent shall carefully examine the Request for Qualifications (RFQ) and other Contract documents, and inform himself thoroughly regarding any and all conditions and requirements that may in any manner affect cost, progress, or performance of the work to be performed under the Contract. Ignorance on the part of the Respondent will in no way relieve him of the obligations and responsibilities assumed under the Contract. B. Should a Respondent find discrepancies or ambiguities in, or omissions from, the specifications, or should he be in doubt as to their meaning, he shall at once notify the COUNTY. 1.06 INTERPRETATIONS, CLARIFICATIONS, AND ADDENDA No oral interpretations will be made to any Respondent as to the meaning of the Contract documents. Any inquiry or request for interpretation received seven (7) or more days prior to the date fixed for opening of responses will be given consideration. All such changes or interpretation will be made in writing in the form of an addendum and, if issued, will be mailed or sent by available means to all known prospective Respondents prior to the established response opening date. Each Respondent shall acknowledge receipt of such addenda in the space provided in the response form attached to the response document. In case any Respondent fails to acknowledge receipt of such addenda or addendum, his response will nevertheless be construed as though it had been received and acknowledged and the submission of his response will constitute acknowledgment of the receipt of same. All addenda are a part of the response documents and each Respondent will be bound by such addenda, whether or not received by him. It is the responsibility of each Respondent to verify that he has received all addenda issued before responses are opened. Written portions of all responses become the property of the Monroe County TDC upon receipt and will not be returned to Respondent. The Monroe County TDC shall have the right to use all ideas or adaptations of the ideas contained in any response received in response to this RFQ. Selection or rejection of the response will not affect this right. All responses received will be reviewed by the Monroe County TDC Staff. Up to three (3) agency responses will be submitted to the TDC at their June 12, 2007 meeting in Key West, Florida. Those agencies submitted for consideration will be informed of the date, time and venue. 1.07 GOVERNING LAWS AND REGULATIONS The Respondent is required to be familiar with and shall be responsible for complying with all federal, state, and local laws, ordinances, rules, and regulations that in any manner affect the work. 1.08 PREPARATION OF RESPONSES Signature of the Respondent: The Respondent must sign the response forms in the space provided for the signature. If the Respondent is an individual, the words "doing business as ", or "Sole Owner' must appear beneath such signature. In the case of a partnership, the signature of at least one of the partners must follow the FIRM name and the words "Member of the FIRM" should be written beneath such signature. If the Respondent is a corporation, the title of the officer signing the documents on behalf of the corporation must be stated along with the Corporation Seal Stamp and evidence of his authority to sign the document must be submitted. The Respondent shall state in the response the name and address of each person interested therein. 1.08.1 SUBMISSION OF RESPONSES A. Two (2) signed originals and thirteen (13) copies of each response shall be submitted. No waivers shall be allowed for responses that have not been submitted to the COUNTY Purchasing Department by 3:00 p.m. on the deadline date. 5 European Sales Request for Qualifications - 2007 B. The response shall be submitted in a sealed envelope, which shall be marked so as to clearly indicate its contents and the name of the Respondent. If forwarded by mail, the above -mentioned envelope shall be enclosed in another envelope addressed to the entity and address stated in the Notice of Calling for Qualifications, by certified mail, return receipt requested, by hand delivery for which a receipt may be requested or by overnight courier for which a signed receipt is required. Please be advised that overnight courier services and overnight mail does not always reach the county as scheduled, so allow extra time for delivery. Responses will be received until the date and hour stated in the Notice of Calling for Qualifications. C. Each Respondent shall submit with their response the required evidence of their qualifications and experience. D. Finalists will be notified in writing after the TDC Staff reviews and selects no more than three (3) applicants to be submitted to the TDC on June 12, 2007 in Key West, Florida. The venue, date and time of this meeting will be advertised and open to the public. 1.09 CONTENT OF SUBMISSION The bid submitted in response to this RFQ shall be printed on 8-1/2" x 11" white paper; shall be clear and concise and provide the information requested herein. The response shall be bound and tabbed. Statements submitted without the required information will not be considered. Responses shall be organized as indicated below. The bidder should not withhold any information from the written response in anticipation of presenting the information orally or in a demonstration. Each Respondent must submit adequate documentation to certify the Respondent's compliance with the County's requirements. Respondent should focus specifically on the information requested. We advise that prior to completing the response, the Respondent should review the Specifications and Specific Conditions referred to in Section III of this RFQ to ensure the capability to handle the Scope of Services required by the Monroe County TDC. The response should be set up as follows: B. Tabbed Sections Tab I. Narrative Self -Analysis The Respondent should provide a brief description of the Respondent's agency, date of establishment, ownership, organizational structure, and mission statement. The Respondent should provide a summary of any industry awards or recognition given to the agency, preferably for tourism promotion. Respondent should provide a brief narrative self-analysis of its strengths and how each will impact the performance of the Contract based on the scope of services. Also include the following information: Describe the organization and type of entity doing business, and the country of origin. Please answer the following questions to the best of your ability. County is trying to elicit information concerning the type of organization, its financing and organization. European Sales Request for Qualifications - 2007 1. A list of the entity's shareholders with five (5) percent or more of the stock or, if a general partnership, a list of the general partners; or, if a limited liability company, a list of its members; if unincorporated and not a partnership, the name(s) of owners. 2. A list of the officers and directors of the entity; 3. The number of years the entity has been operating and, if different, the number of years it has been providing the services, goods, or European Sales services called for in the RFQ; 4. The number of years the entity has operated under its present name and any prior names; 5. Whether, within the last five (5) years, an officer, general partner, controlling shareholder or major creditor of the respondent was an officer, general partner, controlling shareholder or major creditor of any other entity that failed to perform services or furnish goods similar to those sought in the request for bids; Tab 2. References Each Respondent shall provide references for which the Respondent has provided the same or similar services during the past three (3) years. Client representation in the United States is preferred. Each reference shall include, at a minimum: Name and full address of reference organization Name of contact person for reference Telephone number(s) Term of contract with organization Brief summary comparing the referenced services to these proposed services Tab 3. Account Information Respondent shall provide the following information: a) Brief description of the agency's National and International accounts. b) List the largest private sector current accounts. Briefly describe the types of services rendered for each account. c) For any current United States governmental accounts, list and describe the services rendered. d) List and briefly describe accounts relative to the travel and tourism industry. e) Provide a statement to show the agency's willingness, if awarded a contract, and if there should be a conflict between Monroe County and an existing account, to consider terminating the existing account. fl Specifically name any Caribbean and Florida accounts currently represented. Tab 4. Financial Statements, Accounting and Bookkeeping Procedures Respondent shall submit a financial statement and company account for all revenues and expenses related to the Provision of services under this Contract pursuant to generally accepted accounting principles. Respondent shall provide the following: a) A set of financial statements (cash flow, income and expenditure, balance sheet), preferably with an audit opinion, for each of the two most recent fiscal years; b) A statement as to whether accounting for billing purposes is performed in-house or by a contracted accountant; c) A statement regarding the Respondent's ability to respond to government purchase orders; and d) A statement outlining the procedures normally used to issue invoices in the billing of services for the TDC. Tab 5. Staff Information a) Respondent shall include a list of the proposed staff positions, and describe each of their qualifications and experience, that will be dedicated to the account if awarded this contract. The listing shall include any staff who shall provide services that are included in the scope of services. List the number and type of minorities, using the Federal definitions, included in the staff. 7 European Sales Request for Qualifications - 2007 Tab 6. Service capability to Monroe County a) Describe agency administrative facilities. b) Provide agency website address for review. c) Provide information on how the agency would communicate with the Monroe County TDC administrative office. This would include program planning, marketing strategies, supervision and implementation of methods of servicing the account. d) Provide statement acknowledging that the agency would agree not to represent any new Florida tourism destination clients without the approval of the Monroe County Tourist Development Council. e) Provide copies of documentation showing authorization to do business in the country of origin. f) Provide copies of documentation showing ability to do business in the State of Florida, or in the United States of America, or ability to obtain permission to do so. Tab 7. Written Presentation The Agency is to provide a comprehensive outline of a Sales marketing program to promote the Florida Keys as a primary tourism destination in Florida on behalf of the Monroe County Tourist Development Council for European/International travelers. The outline should include objectives, priorities, markets, strategies and methods. Give examples of how each method could be implemented during program planning. Objectives should include how the agency will promote the awareness and image of the five (5) separate destinations of the Florida Keys: Key Largo, Islamorada, Marathon, Big Pine Key & the Lower Keys, and Key West. Tab 8. Compensation a) Agency Fee: The annual fee will be the administrative costs for all staff and contract services by the provider to provide scope of services. b) Reimbursement Expenditures: The sales agency will be reimbursed for all expenses incurred for section 4 of the Agreement. c) Compensation will be discussed during contract negotiations. d) Agency selection from Request for Qualifications requirements and review process in no way constitutes a commitment by the Monroe County Tourist Development Council or the County until contract is agreed upon by both parties. Tab 9. Pending Litigation Answer to the following questions regarding claims and suits: a. Has the respondent ever failed to complete work or provide the goods for which it has contracted? (If yes, provide details.) b. Are there any judgments, claims, arbitration proceeding or suits pending or outstanding against the bidder, or its officers or general partners? (If yes, provide details.) C. Has the respondent, within the last five (5) years, been a party to any lawsuit or arbitration with regard to a contract for services, goods, or construction services similar to those requested in the RFQ in the United States or Europe? (If yes, the Respondent shall provide a history of any past or pending claims and litigation in which the Respondent is involved as a result of the provision of the same or similar services which are requested or described herein.) d. Has the bidder ever initiated litigation against the county or been sued by the county in connection with a contract to provide services, goods, or construction services? (If yes, provide details.) Tab 10. COUNTY Response forms Respondent shall complete and execute the response forms specified below and found at the designated pages in this RFQ, and shall include them in the section tabbed 10: 8 European Sales Request for Qualifications - 2007 Response Form Pages22 Non -Collusion Affidavit 23 Ethics Clause 24 Drug Free Workplace 25 Copies of all professional and occupational licenses shall be included in this section. Tab 11. Other Information Provide any additional information that will present evaluators with insight about the qualifications, fitness and abilities of Respondent. Tab 12. Request for Qualifications Checklist Please review and complete the Request for Qualifications Checklist (page 26) included in this RFQ. Those applicants not submitting all items requested will automatically be disqualified. 1.10 MODIFICATION OF RESPONSES A. Written modification will be accepted from Respondent only if addressed to the entity and address indicated in the notice of calling for Qualifications and received prior to response due date and time. B. A Respondent may modify his response by telegraphic communication at any time prior to the scheduled closing time for receipt of responses, provided such telegraphic communication is received prior to the closing time, and provided further, the COUNTY is satisfied that a written confirmation of the telegraphic modification over the signature of the Respondent was mailed prior to the closing time. The telegraphic communication should provide the addition or subtraction or other modification. If written confirmation is not received within two (2) days from the closing time, no consideration will be given to the telegraphic modification. 1.11 RESPONSIBILITY FOR RESPONSE The Respondent is solely responsible for all costs of preparing and submitting the response, regardless of whether a Contract award is made by the COUNTY. 1.12 RECEIPT AND OPENING OF RESPONSES Responses will be received until the designated time and will be publicly opened and Respondent's names read aloud at the appointed time and place stated in the Notice of Calling for Qualifications. Monroe County's representative authorized to open the responses will decide when the specified time has arrived and no responses received thereafter will be considered. No responsibility will be attached to anyone for the premature opening of a response not properly addressed and identified. Respondent or their authorized agents are invited to be present. 1.13 DETERMINATION OF SUCCESSFUL RESPONDENT The COUNTY reserves the right to reject any and all responses and to waive technical errors and irregularities as may be deemed best for the interests of the COUNTY. Responses that contain modifications, are incomplete, unbalanced, conditional, obscure, or which contain additions not requested or irregularities of any kind, or which do not comply in every respect with the instruction to Respondents, and the Contract documents, may be rejected at the option of the COUNTY. European Sales Request for Qualifications - 2007 1.14 AWARD OF CONTRACT A. If the award of a Contract is annulled, the COUNTY may award the Contract to another Respondent or the work may be re -advertised or may be performed by other qualified personnel as the COUNTY decides. B. A Contract will be awarded to the Respondent deemed to provide the services that are in the best interest of the COUNTY. C. The COUNTY also reserves the right to reject the response of a Respondent who has previously failed to perform properly or to complete Contracts of a similar nature on time. D. The recommendations of the TDC, will be presented to the Board of County Commissioners of Monroe County, Florida, for final approval of Contract. 1.15 EXECUTION OF CONTRACT The Respondent to whom a Contract is awarded will be required to return to the COUNTY five (5) executed counterparts of the prescribed Contract together with the required certificates of insurance. 1.16 INSURANCE The Respondent shall defend, indemnify and hold harmless the COUNTY as outlined on the attached form identified as TCS1. Other insurance specific to contract services may be required and a draft outline of insurance requirements are written within the sample contract in section 1V of this RFQ. 10 European Sales Request for Qualifications - 2007 SECTION TWO GENERAL TERMS AND CONDITIONS 2.01 DEFINITIONS Wherever used in these General Conditions or in the other Contract documents the terms below have the meanings indicated which are applicable to both the singular and plural thereof. The use of the terms "he," "him," "himself," or "his" shall refer to male and female persons alike and should not be construed as derogatory or discriminatory to female persons. RFQ — Abbreviation for Request for Qualifications Addenda - Written or graphic instruments issued prior to the opening of responses which clarify, correct, or change the response documents or the Contract documents. Proposal/Response Documents - The advertisement or invitation calling for Proposals/Qualifications, instructions, and forms contained in this Request for Qualifications (Response Form, Non -Collusion Affidavit, Lobbying and Conflict of Interest Clause, Drug Free Workplace) and the proposed Contract documents (including all addenda issued prior to receipt of responses). Contract Documents - The proposal/qualification documents, agreement, addenda (which pertain to the Contract documents), the Respondent's proposal/qualification or response (including documentation accompanying the response and any post -response documentation submitted prior to the notice of award) when attached as an exhibit to the Contract, these General Conditions, together with all amendments, modifications, and supplements. Compensation - Compensation will be discussed during Contract negotiations. Contract Time - The Contract shall be in force and binding on the COUNTY and the FIRM for a period of three (3) years with an option extend for additional two (2) year period from the effective date of the Contract. TDC — Abbreviation for the Monroe County Tourist Development Council FIRM — Entity with whom the COUNTY enters into a Contract Contractor - The person, FIRM, or corporation with whom the COUNTY has entered into the Contract Effective Date of the Contract - The date indicated in the Contract on which it becomes effective, but if no such date is indicated it means the date on which the Contract is signed and delivered by the last of the two parties to sign and deliver. Laws and Regulations; Laws or Regulations — United States, State of Florida, and local laws, rules, regulations, Monroe County ordinances, codes and/or orders. Failure to Execute Required Forms — Failure to execute the required forms shall result in entity being disqualified and the response will be rejected. Notice of Award - The written notice to the apparent successful Respondent stating that upon compliance by the apparent successful Respondent with the conditions precedent enumerated therein, within the time specified, the COUNTY will sign and deliver the Contract. COUNTY - The Monroe County Board of Commissioners with whom the FIRM has entered into the Contract and for whom the work is to be provided. Specifications - Those portions of the Contract documents consisting of written technical descriptions of materials and services required under the Contract. 11 European Sales Request for Qualifications - 2007 Written Amendment - A written amendment of the Contract documents, signed by the COUNTY and the FIRM on or after the effective date of the Contract. Failure to Execute Required Forms — Failure to execute the required forms shall result in entity being disqualified and the response will be rejected. 2.02 RESPONDENT'S RESPONSIBILITIES 2.02.1 Supervision and Personnel The Respondent shall supervise and direct the work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the work in accordance with the Contract documents. 2.02.2 Parts, Materials and Equipment Unless otherwise specified in the Contract, the Respondent shall furnish and assume full responsibility for all services, materials, equipment, labor, transportation, machinery, tools, and all other incidentals necessary for the completion of the scope of services. 2.02.3 Taxes The Respondent shall pay all applicable sales, consumer, use and other similar taxes required to be paid by the Respondent in accordance with the laws and regulations in any country or place as required by the appropriate governmental authority. 2.02.4 Compliance with Laws The Respondent shall comply with all applicable laws and regulations of Federal, State and local governments 12 European Sales Request for Qualifications - 2007 SECTION THREE SPECIFICATIONS, SPECIFIC CONDITIONS EUROPEAN SALES AGENCY The European Sales agency services shall include, but not be limited to, the following: Provide services to develop a sales and marketing campaign for Florida Keys in Europe and other International markets. Provide administrative offices, staff, promotional materials and promotional services to European markets. Provide travel trade (tour operators, travel agencies, meeting planners) and consumer marketing assistance, materials, and training to help develop travel to the Florida Keys. Provide trade and consumer promotional fulfillment program. Provide telephone information services assistance program. Provide photo library to assist travel industry. Provide promotional assistance to Airline Industry that support travel to Florida Keys. Provide staff services to travel trade and consumer shows. Provide recommended advice to TDC staff on markets, trends and issues. Provide monthly reports to the TDC. Act as liaison with TDC European Public Relations Agency. Act as liaison with Visit Florida offices in Europe. Provide administrative services expenses such as telephone, fax, email and copy machine. Provide review and recommendations for European/International content for Web Site. Provide representation with various visit USA Committees. Provide the establishment and management of agreements with sub -agencies for European/International markets and programs. A draft agreement has been furnished in Section Four to help outline the possible services of a full -service agency of record to Monroe County. The Scope of Services may change before negotiating the final contract between the parties. 13 European Sales Request for Qualifications - 2007 SECTION FOUR SAMPLE AGREEMENT THIS AGREEMENT MAY BE MODIFIED BY THE PARTIES DURING NEGOTIATIONS THIS AGREEMENT is entered into this day of , 200_, by and between Monroe County, a political subdivision of the state of Florida (County), and a corporation organized and operating under the laws of (Firm). WITNESSETH: WHEREAS, Firm is qualified to provide European Sales and Promotional Services which promote tourism, and WHEREAS, the Monroe County Tourist Development Council (TDC) has recommended to County that Firm be awarded an Agreement for European Sales and Promotional Services, and WHEREAS, County wishes to engage the services of Firm for European Sales and Promotional Services and Firm desires to provide those services; NOW AND THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: 1. TERMS: The term of this Agreement is for a period of three (3) years beginning October 1, 2007 and expiring on September 30, 2010. The County has an option to extend this Agreement for an additional twenty four (24) month period beyond the initial award period, upon 90 days prior written notice of Agreement extension to Firm. 2. SCOPE OF SERVICES: The Firm shall provide the following services to promote the Florida Keys as a primary destination in Florida on behalf of the Monroe County for European/International travelers: - Provide services to develop a sales and marketing campaign for Florida Keys in Europe and other International markets. - Provide administrative offices, staff, promotional materials and promotional services to European markets. - Provide travel trade (tour operators, travel agencies, meeting planners) and consumer marketing assistance, materials, and training to help develop travel to the Florida Keys. - Provide trade and consumer promotional fulfillment program. - Provide telephone information services assistance program. - Provide photo library to assist travel industry. - Provide promotional assistance to Airline Industry that support travel to Florida Keys. - Provide staff services to travel trade and consumer shows. - Provide recommended advice to TDC staff on markets, trends and issues. - Provide monthly reports to the TDC. - Act as liaison with TDC European Public Relations Agency. - Act as liaison with Visit Florida offices in Europe. - Provide administrative services expenses such as telephone, fax, email and copy machine. - Provide review and recommendations for European/International content for Web Site. - Provide representation with various visit USA Committees. - Provide the establishment and management of agreements with sub -agencies for European/International markets and programs. 3. MONTHLY REPORTS: Firm shall provide to TDC Administrative Office, 1201 White Street, Suite 102, Key West, Florida, monthly reports and document of results of services each month of the year. Monthly reports to TDC shall include all of the following: - Sales reports on attended trade shows - Number of Sales Calls carried out - Number of enquiries received - Number of fulfilment packs issued 14 European Sales Request for Qualifications - 2007 New Product Development reports Market Trends and News from European Travel Trade Monthly invoices 4. COMPENSATION: Firm shall be compensated in an amount of $ 000 ( Thousand Dollars) per year, excluding any reimbursable expenses to perform the Scope of Services. Reimbursable expenses to perform the Scope of Services must be supported by necessary documentation and are as follows: - Trade Show registrations - Trade Show Exhibit expenses - Coordination fee for presentation for trade shows, exhibits, special projects - Special Promotions - Travel and Entertainment - Postage and Carriage expenses - Industry Memberships - Printing costs - Translations of text for materials - Long distance telephone expenses and other operating expenses as outlined and approved each year within the annual Marketing Plan. Monroe County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the BOCC. 5. BILLINGS: The Firm shall submit to the TDC Administrative Office monthly billings for $ for staff and contracted services. The County shall be responsible for payment of all authorized fees and reimbursable costs due the Firm or sub -agency, while this Agreement is in force which are described and limited in paragraph 4. Said payments shall be sent by County directly to (Insert address of Firm). 6. TERMINATION: Either party shall have the right to cancel this Agreement at its sole discretion with or without cause upon ninety (90) days prior written notice to the other party. Firm shall deliver to the County all papers, equipment and other material related to the work performed under this Agreement or developed or created pursuant to this Agreement upon any termination. 7. AGENCY OF RECORD: The Firm shall act as the agency of record of the TDC for sales representation within Europe and other International countries. 8. RECORDS — ACCESS AND AUDITS: The Firm shall maintain adequate and complete records to justify all charges, expenses and costs incurred in performing the work for at least four (4) 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 County shall occur at any reasonable time. Firm understands that it shall be responsible for repayment of any and all audit exceptions identified by County. Any current or subsequent contract awards will be offset by the amount of any audit exceptions. In the event there are not funds still held by County for a contract award, the amount of audit exception shall be billed to Firm who shall promptly pay same. 9. INDEPENDENT CONTRACTOR RELATIONSHIP: The Firm, is and shall 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 Firm shall exercise control, direction, and supervision over the means and manner and personnel in which it and its employees perform the work. In all respects, the "Firm'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 Firm shall have no authority whatsoever to act on behalf and/or as agent for the County in any promise, contract, 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 said contractor, its employees or agents, resulting in either bodily or personal injury or property damage to any individual, form, or corporation. 10. 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. 15 European Sales Request for Qualifications - 2007 11. BREACH AND PENALTIES: The parties agree to full performance of the covenants contained in this Agreement, and the County reserves the right at its discretion, provided any breach is material, to terminate the services in this Agreement for any misfeasance, malfeasance or nonperformance of the Agreement terms or negligent performance of the Agreement terms by Firm. Any waiver of any breach of covenants herein contained shall not be deemed to be a continuing waiver and shall not operate to bar the County from declaring a forfeiture for any succeeding breach either of the same conditions or covenants or otherwise. 12. INSURANCE: The Firm shall carry during the term of this Agreement general liability insurance, including bodily injury and property loss damage to cover all claims, demands or actions by any person or entity in anyway arising from the services provided. Such liability insurance shall be in an amount not less than $1,000,000.00. Monroe County shall be named as additional insured under the insurance policy and such insurance shall be primary and non-contributing with any insurance carried by the County. The Firm shall furnish the County with a certificate evidencing the insurance required by this paragraph upon the signing of this Agreement. 13, INDEMNIFICATION AND HOLD HARMLESS: The Firm shall indemnify and hold harmless the County, their departments, agencies, officials, employees, agents, servants and contractors, against any claims, liabilities and expenses (including reasonable attorney's fees) arising as a result of any direct and/or indirect action of Firm, its employees, agents, servants and/or contractors in the performance of the terms of this Agreement or otherwise related to activity conducted in the furtherance of this Agreement except to the extent that, in the case of any act of negligence, Firm reasonably relied upon material supplied by the County or any employee of County. Firm shall immediately give notice to County of any suit, claim or action made against Firm that is related to any activity under this Agreement and will cooperate with the County in the investigation arising as a result of any suit, claim or action related to this Agreement. 14. LAWS AND REGULATIONS: It shall be understood and agreed that any and all services, materials and equipment shall comply fully with all Local, State and Federal laws and regulations. 15. TAXES: The County is exempt from Federal, Excise and State of Florida Sales Tax. 16. FINANCE CHARGES: The County shall not be responsible for any finance charges. 17. SEVERABILITY: If any provision of this Agreement shall be held by a coup` 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 this Agreement shall be valid and enforceable to the fullest extent permitted by law. 18. FORCE MAJEURE: The Firm shall not be liable for delay in performance or failure to perform in whole or in pan`, the services due to the occurrence of any contingency beyond its control or the control of any of its sub -Firms 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, jurisdictional action, or insufficient supply of fuel, electricity, or materials or supplies, or technical failure where the Firm has exercised reasonable care in the prevention thereof and has made every effort to mitigate the circumstances and damages, and any such delay or failure shall not constitute a breach of the Agreement. The Firm shall notify the TDC of any delay or failure to perform within five (5) days of such action. Upon demand of TDC, the Firm must furnish evidence of the causes of such delay or failure. The Firm shall not resume its performance hereunder unless provided for in the Scope of Services or directed to by the County. 19. ASSIGNMENT: Firm 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 the 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 Firm's successors and assigns. 20. DISCLOSURE: The Firm shall be required to list any or all potential conflicts of interest, as defined by Florida Statute 112 and Monroe County Ethics Ordinances. The Firm shall disclose to the County all 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 County. 16 European Sales Request for Qualifications - 2007 21. ADDITIONAL CONDITIONS: Firm 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 Firm has been notified in writing and no such additional conditions shall be imposed retroactively. 22. INDEPENDENT PROFESSIONAL JUDGEMENT: Firm shall at all times exercise independent professional judgment and shall assume full responsibility for the service to be provided and work to be completed. 23. CARE OF PROPERTY: The Firm shall be responsible to the County for the safekeeping and proper use of the property entrusted to Firm's care, to include any and all insurance for the value of the equipment and any maintenance or service contracts relating to such equipment for its service life. 24. ETHICS CLAUSE: The Firm warrants that no person has been employed or retained to solicit or secure this Agreement 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 Firm or its subcontractors. 25. NOTICE: Any notice required or permitted under this Agreement shall be in writing and hand - delivered or mailed, postage prepaid by certified mail, return receipt requested, to the other party as follows: For Firm: For Monroe County TDC: Ms. Lynda Stuart 1201 White Street Suite 102 Key West, FL 33040 County shall give notice to Firm of any meetings on which there is an agenda item pertaining to Firm's Agreement. The notice shall be given so that Firm has ample time to make travel arrangements for an Executive Board member to attend the meeting. 26. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bind on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By executing this Agreement, Firm warrants that it is not in violation of this statutory provision. 27. APPROVALS AND CHANGES OF SPECIFICATIONS OF SERVICES: The TDC shall have the sole and exclusive right to approve, modify, reject, or cancel any and all plans, proposals/qualifications, submissions and other work in process, in which event the TDC's directions shall be immediately implemented. However, nothing in this Agreement shall be construed as requiring the Firm to violate any contractual commitments to vendors contracted on TDC's behalf. All contractual commitments to contracted vendors require the TDC's prior written approval. The County shall only be liable for charges approved in writing prior to the FIRM's entering into such contractual commitment. The performance of all services between Firm as described and otherwise provided under this Agreement will be in full cooperation with and under the direct supervision of the TDC. Whenever approval is required from the TDC, said approval shall be from the TDC Marketing Director or TDC Director of Sales, according to TDC policy. 28. EXCLUSIVE REPRESENTATION:The Firm agrees that it will not represent any private resort or attraction within Monroe County or any other municipal or County destination in Florida, without prior approval in writing from the TDC. Firm shall act at all times herein as independent contractor, and nothing contained herein shall be construed to create the relation of principal and agent or employer and employee, between TDC/County and Firm. 17 European Sales Request for Qualifications - 2007 29. APPLICABLE LAW; VENUE: This Agreement shall be governed by and construed according to the laws of the State of Florida and the United States of America and all actions brought under or pursuant to this Agreement shall be brought in a court of competent jurisdiction in Monroe County, Florida. Mediation shall be governed by the rules of the 16th Judicial District, Monroe County, Florida. This Agreement is not subject to arbitration. 30. OWNERSHIP: All work performed under the Agreement shall be the property of the TDC and County, for whatever use and/or disposition the TDC and County may deem appropriate. Such property shall include: a) all plans, documents and recommendations; b) all manuscripts, copy, graphics, and videotapes. The TDC and County shall have the full right to reproduce and/or use any products derived from the contractor's work under the Agreement without payment of any royalties or fees. 31. FULL AGREEMENT: This writing embodies the entire Agreement and understanding between the parties hereto, and there are not other contracts/agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. In order to be effective, any amendment and/or change to this Agreement shall be in writing recommended by the TDC and approved by the County and signed by both parties. 32. CONSTRUCTION: This Agreement has been carefully reviewed by legal counsel for both parties. Therefore, this Agreement shall not be strictly construed against either party on the basis of authorship. IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written. (SEAL) Attest: Danny L. Kolhage, Clerk Deputy Clerk (CORPORATE SEAL) Attest: By. Secretary Print Name OR TWO WITNESSES (1) Print Name Approved as to form and legal sufficiency: Date: Board of County Commissioners of Monroe County Mayor/Chairman By President Print Name (2) Print Name 18 European Sales Request for Qualifications - 2007 SECTION FIVE INSURANCE REQUIREMENTS MONROE COUNTY, FLORIDA 19 European Sales Request for Qualifications - 2007 RISK MANAGEMENT POLICY AND PROCEDURES CONTRACT ADMINISTRATION MANUAL Indemnification and Hold Harmless for Other Contractors and Subcontractors The Contractor covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County ) and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of services provided by the Contractor or any of its Subcontractor(s) in any tier, occasioned by the negligence, errors, or other wrongful act of omission of the Contractor or its Subcontractors in any tier, their employees, or agents. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the Contractor's failure to purchase or maintain the required insurance, the Contractor shall indemnify the COUNTY from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the Contractor is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this Contract. 20 European Sales Request for Qualifications - 2007 SECTION SIX RESPONSE/PROPOSAL/QUALIFICATION FORMS 21 European Sales Request for Qualifications - 2007 RESPONSE FORM RESPONSE TO: MONROE COUNTY BOARD OF COUNTY COMMISSIONERS C/o PURCHASING DEPARTMENT GATO BUILDING, ROOM 2-213 1100 SIMONTON STREET KEY WEST, FLORIDA 33040 I acknowledge receipt of Addenda No.(s) I have included: The response the Non -Collusion Affidavit Ethics Clause Drug Free Workplace Form In addition, I have included a current copy of the following professional and occupational licenses: (Check mark items above, as a reminder that thev are included.) Mailing Address: Signed: (Name) (Title) Witness: Telephone: Fax: Date: (Seal) 22 European Sales Request for Qualifications - 2007 NON -COLLUSION AFFIDAVIT I, of the city of law on my oath, and under penalty of perjury, depose and say that: 1. I am of the FIRM of according to the Respondent making the response for the project described in the Notice for Calling for Qualifications for: and that I executed the said response with full authority t do so: 2. the prices in this response have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other Respondent or with any competitor; 3. unless otherwise required by law, the prices which have been quoted in this Respondent have not been knowingly disclosed by the Respondent and will not knowingly be disclosed by the Respondent prior to response opening, directly or indirectly, to any other Respondent or to any competitor; and 4. no attempt has been made or will be made by the Respondent to induce any other person, partnership or corporation to submit, or not to submit, a response for the purpose of restricting competition; 5. the statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding Contracts for said project. (Signature of Respondent) STATE OF: COUNTY OF: (Date) PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, (name of individual signing) affixed his/her signature in the space provided above on this day of NOTARY PUBLIC My Commission Expires: 20 23 European Sales Request for Qualifications - 2007 SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former COUNTY officer or employee in violation of Section 2 of 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 this provision the COUNTY may, in its discretion, terminate this Contract 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 COUNTY officer or employee. (Signature) (Date) STATE OF COUNTY OF PERSONALLY APPEARED BEFORE ME, the undersigned authority, who, after first being sworn by me, affixed his/her signature (name of individual signing) in the space provided above on this day of WE NOTARY PUBLIC OMB - MCP FORM #4 My commission expires: 24 European Sales Request for Qualifications - 2007 DRUG -FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: (Name of Business) 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business's policy of maintaining a drug -free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or Contractual services that are under Proposal a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or Contractual services that are under Proposal, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug -free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this FIRM complies fully with the above requirements. Respondent's Signature Date 2s European Sales Request for Qualifications - 2007 REQUEST FOR QUALIFICATIONS CHECKLIST Please ensure that all items have been checked before submitting Request for Qualifications. Submit this checklist as the last page of your response. ❑ Cover Page Tabbed Sections: ❑ Tab 1. Narrative Self -Analysis ❑ Tab 2. References ❑ Tab 3. Account Information ❑ Tab 4. Financial Statements, Accounting and bookkeeping procedures ❑ Tab 5. Staff Information ❑ Tab 6. Service capability to Monroe County ❑ Tab 7. Written Presentation ❑ Tab 8. Compensation ❑ Tab 9. Pending Litigation ❑ Tab 10. COUNTY Proposal/Response Forms ❑ Tab 11. Other Information 26 European Sales Request for Qualifications - 2007