FY2008-2010 07/18/2007
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
September 5,2007
TO:
Lynda Stuart, Office Manager
Tourist Development Council
A TTN:
Maxine Pacini
Administrative Assistant
FROM:
Pamela G. Hanr7r
Deputy Clerk__Y
At the August 15, 2007, Board of County Commissioner's meeting the Board granted
approval and authorized execution of an Agreement between Monroe County and Cellet Travel
Services Ltd. to provide European Sales and Promotional Services which promote tourism
commencing October I, 2007.
Enclosed are two duplicate originals of the above-mentioned for your handling. Should
you have any questions please feel free to contact our office.
cc: County Attorney
Finance
Filev'
AGREEMENT
(.j/ ~
THIS AGREEMENT is entered into this / J ~day of , 2007, by and
between Monroe County, a political subdivision of the stater~ f Frida (County), and Cellet
Travel Services Ltd, a corporation organized and operating under the laws of the United
Kingdom (Firm).
WITNESSETH:
WHEREAS, Firm is qualified to provide European Sales and Promotional Services
which promote tourism, and
WHEREAS, the Monroe County Tourist Development Council (TOC) 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: In consideration of the base monthly contractual
amount, 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 TOC staff on markets, trends and issues.
Provide monthly reports to the TOC.
Act as liaison with TOC European Public Relations Agency.
European Sales Contract 2007
Cellet Travel Services Ltd.
1
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 Europeanllnternational 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.
Monthlv reports to TDC shall include all of the followinq:
Sales reports on attended trade shows
Number of Sales Calls carried out
Number of enquiries received
Number of fulfilment packs issued
New Product Development reports
Market Trends and News from European Travel Trade
Monthly invoices
4. COMPENSATION: Firm shall be compensated in an amount of $72,080
(Seventy Two Thousand and Eighty 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.
Following the third year, the County and the agency shall have the option of renewing this
Agreement for two (2) years under the same conditions subject to negotiation of monetary
terms. Monroe County's performance and obligation to pay under this Agreement is
contingent upon an annual appropriation by the SOCC.
5. BilLINGS: The Firm shall submit to the TDC Administrative Office eleven
monthly billings for $6,000 (Six Thousand Dollars) and 1 monthly billing of $6,080 (Six
Thousand and Eighty Dollars) 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
2
payments shall be sent by County directly to Cellet Travel Services Ltd. 47 High Street, Henley
in Arden, Warwickshire, B95 5M, United Kingdom.
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. j\IIODIFICATION: 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.
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
3
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. JAXES: 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 court of
competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the
application of such provision other than those as to which it is invalid or unenforceable, shall
not be affected thereby; and each provision of 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 part, 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
4
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.
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:
5
For Firm:
Ms. Stella Clery-Ackland
47 High Street
Henley in Arden
Warwickshire
B95 5AA
United Kingdom
For Monroe County TOC:
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 ANO CHANGES OF SPECIFICATIONS OF SERVICES: The TOC
shall have the sole and exclusive right to approve, modify, reject, or cancel any and all plans,
proposals, submissions and other work in process, in which event the TOC'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 TOC's
behalf. All contractual commitments to contracted vendors require the TOC'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
TOC. Whenever approval is required from the TOC, said approval shall be from the TOC
Marketing Oirector or TOC Oirector of Sales, according to TOC 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 TOC. 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 TOC/County and Firm.
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
6
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. j::ONSTRUCTION: This Agreement has been carefully reviewed by legal counsel
for both parties. Therefore, this Agreement shall not be strictly construed against either party
on ;D!'l~ of authorship.
:,~?""::"::':c_':~'.,;">:~:~
"iN"~~~~" . HEREOF, the parties have executed this Agreement the day and year first
above'vvl'itten:\ ',\\
. " , ),.' .1 ." ~I
(SEAL) "" /rlfy
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Attest: Dan~,VKolhage, Clerk
. ",oj/
Board of County Commissioners
of Monroe County
(jJ;~J0
Deputy Clerk
/J%:rM:/O! ~~
Mayor/Chairman
(CORPORATE SEAL)
Attest:
Cellet Travel Services Ltd.
~qC-c)
By.
By
Secretary
President
Ski/II e/~1 .;1ckla"1t;/
Print Name :3: 0 g ~
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Pri~~ couN;v AT'TOrWeV c,
/PPRCf';ED AS, TO :ORM:
a iM..1 A .;JJ..... Cyv......'-'1-~6i
. " SUSAN M.((.;iRIMSLEV
ASSISTANT COUNTY ATTORNEY
Date ~ /<, .;Ioa/
Print Name
OR TWO WITNESSES
(1 )
Print Name
7
I"" Jtdilloa
MONROE COUNTY, FLORIDA
Request For WaiVer
of
IDlIuraDee ReqairellDeD.ts
It i. roqu"",,", that th.lmuron... roq\limn...... as .J>OCllied In Ill. COIlDtY's Schedul. of Insurance
l\oquircm.cnm, be Wldved or modified on thc:l following COI'JttaCt.
Contractor:
,.....,.... Trawl Servlus Ltd.
CORnet for; It.rollUD ~.iM aad Promotional ServIces whlcll DI'DDlote toarilm.
Add.- of CoatraCtOr: 47 Hl&JI Slnet, Healey In Ardon, Wal'Widr.5Mre, B!l5 5AA, Ullited KlnCclolll
Plaoacl
44 (0) 1564 ~
Scope or Work: services to promote the Florida Keya as a primary destinatIon In
Florida on behalf of the Monroe County for European/International travelem
Ileason for Waiver, Limited CApO.un:: to Monroe County
Poli.... Waive.. will
.pp1y 'tot
All insunm.,., requirement:s within the Ag)'eement approved. by BOCC on July 18, 2007
Slcna...rcoreo.....actor: " ~ Ale .~ - .
--3_ ~a""Q~-
Dae: ~ Q___
COllnty Administrator Appeal:
App.........t
Not Approved
D.ta=~
802m of ColQlty Co.....,kciOll.n A.ppeah
Approved
Not Approvod
M_gDate,
Administratioa JustraetiOD
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