2nd Amendment 10/15/2008DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE: October 20, 2008
TO: Lynda Stuart, Office Manager
Tourist Development Council
ATTN: Maxine Pacini
Administrative Assistant
FROM: Pamela G. Hancoex yiv
Deputy Clerk
At the October 15, 2008, Board of County Commissioners meeting the Board granted
approval and authorized execution of the 2nd Amendment to Agreement between Monroe
County and Smith Travel Research, Inc. to extend Agreement and revise reports and
compensation requirements.
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
File v'
2nd AMENDMENT TO AGREEMENT
This AMENDMENT TO AGREEMENT is made effective this the l~ day
of Odd~r , 2008 by and between SMITH TRAVEL RESEARCH, INC., 735 East
Main Street, Hendersonville, Tennessee 37075 (hereinafter referred to as "STR"),
and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS (BOCC), on
behalf of the Monroe County Tourist Development Council, 1201 White Street,
Suite 102, Key West, Florida 33040, (hereinafter referred to as "Client").
WHEREAS, there was an Agreement entered into on December 14, 2004,
between the parties, awarding $5,700 per year to Smith Travel Research to develop
local market reports which are designed to present data on the relative
performance of lodging industry properties in selected competitive markets and
segments of the lodging industry; and
WHEREAS, there was an Amendment to Agreement on March 16, 2005 to
revise the Agreement and Exhibit A to allow for an enhancement of the weekly
DaySTAR to include a separate District I report, and allow for additional
compensation for cost of producing the enhanced report; and
WHERAS, Client has the option to extend this agreement for one (1)
additional 24-month period; and
WHEREAS, Client has revised the format only of Exhibit "A" (Attached
hereto); and
WHEREAS, Client also desires to increase participation in the local market
report program via the addition of the monthly Key Largo Trend Report (Exhibit "B")
to Clients agree-ment (Aftaelie-atrerefb};aiidau.. .. ..
WHEREAS, this Amendment to Agreement outlines the obligations and
responsibilities of the respective parties participating in the local market report
program; now therefore
In consideration of the following mutual covenants, STR and Client agree as
follows:
1. DURATION. Client shall participate in the local market report program for a
period of twenty-four (24) months, commencing January 1, 2009 (November data),
and ending on December 31, 2010. (October data).
2. REPORTS. As consideration for the PAYMENT described below and
Client's participation in the local market report program, Client shall receive a set of
twelve (12) monthly reports and fifty two (52) weekly reports prepared by STR. The
2nd Amendment
Smith Travel Research
1
first set of weekly reports shall be issued to Client on or about January 7, 2009, and
subsequent reports will be forwarded thereafter to Client on or about Wednesday of
each week. The first set of monthly reports shall be issued to Client on or about
January 28, 2009, and subsequent reports will be forwarded thereafter to Client on
or about the last week of each month. The reports forwarded to Client shall include
the type of market and market segment information contained in the sample reports
attached as Exhibit "A" (Lodging Outlook Survey), and Exhibit "B" (Key Largo
Monthly Trend Report) which is fully incorporated to this Agreement by this
reference.
3. PAYM~NT. As consideration for participating in the Local Market Report
program, BOCC agrees to pay STR for the first year of this agreement (January 1,
2009 through December 31, 2009) the total annual sum of eight thousand, nine
hundred and four dollars ($8,904.00), with seven hundred forty two dollars
($742.00) payable per month, within ten (10) days after the last day of the month for
which payment is due, and thereafter the amount may be adjusted using the CPI-U
for all items less food and energy. Client shall also provide STR with three (3)
copies of each edition of Client's local market report, newsletter, publication (if any)
in which the STR data (defined below) is printed as they are published, produced
and/or disseminated. Payments for subsequent years of this agreement shall be
agreed upon by both BOCC and STR.
4. PUBLICATION FORMAT. If the local market report data is published or re-
printed by Client in a newsletter or other such periodic report that is primarily based
on STR data, Client must inform STR of their intent to so incorporate such
information or data and allow STR, at STR's election, to be cited as the source of
such information or data. The citation of STR as the source of such data and
information may include mention of STR in the masthead and/or title of the
PYQII~tioninu$Y(;l:1a ~y-a!LtoclearJyindicateuthat the newsJetterorrepoJtuis-.a
'10int publication of Client and Smith Travel Research, Inc.", "published in
cooperation with Smith Travel Research, Inc." or any other suitable joint recognition
requested by STR. In addition, the masthead or title must be approved by STR
prior to the initial publication of' such newsletter, report, or publication. Any
modifications to the masthead and/or title after STR has approved the format of the
same, unless re-approved by STR, shall be considered a breach of this Agreement
and allow STR to terminate this Agreement immediately in accordance with the
other provisions set forth below.
If STR determines or otherwise agrees that the local market report data is merely a
small part of the information regularly presented in Client's newsletter or periodic
report (Le., in addition to other topics of discussion such as member issues and
industry news), after inquiry and disclosure by Client, STR may opt to instruct Client
not to include the aforementioned joint recognition of STR and Client in the
masthead and/or title.
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ANY AND ALL REFERENCES TO OR INCLUSION OF STR'S LOCAL MARKET
REPORT DATA IN ANY AND ALL TEXT, TABLES, GRAPHS, CHARTS, ETC.,
MUST BE CLEARLY ATTRIBUTED TO STR AS THE SOURCE OF THE DATA
WHEREVER IT APPEARS AND IN WHATEVER FORM IT APPEARS. STR
RESERVES THE RIGHT TO WITHHOLD MONTHLY LOCAL MARKET REPORT
DATA IF CLIENT'S PUBLICATION OF THE STR DATA DOES NOT CONFORM
TO THE PROVISIONS OF THIS AGREEMENT.
FURTHERMORE, IF STR DETERMINES THAT CLIENT HAS INTENTIONALLY
OR REPEATEDLY FAILED TO CITE STR AS THE SOURCE OF THE DATA OR
INFORMATION INCLUDED IN ANY CLIENT PUBLICATION, STR SHALL HAVE
THE FURTHER R/GHT(S) TO DO SUCH THINGS AS: IMMEDIATELY
TERMINATE THIS AGREEMENT, PROHIBIT CLIENT FROM FURTHER
REPRODUCTION OR USE OF THE STR DATA OR INFORMATION, OR BRING A
CAUSE OF ACTION AGAINST CLIENT FOR INFRINGEMENT OF STR'S
COPYRIGHTS.
IF STR EXCUSES ANY FAILURE BY CLIENT TO CITE STR AS THE SOURCE
OF THE DATA AND INFORMATION ATTRIBUTABLE TO STR, AND STR
THEREFORE WAIVES A RIGHT OF ACTION AGAINST CLIENT, SUCH WAIVER
OR ACQUIESCENCE SHALL NOT BE CONSTRUED AS A WAIVER OF EACH
OR ANY SUBSEQUENT RIGHT OF ACTION, OCCURRENCE OR BREACH BY
CLIENT.
5. ~ In the event that BOCC shall not make payment when due,
STR shall be under no obligation to provide monthly reports to Client until such time
as the overdue payment is paid. In the event that payment shall remain unpaid for
a periOd of 60 days after its due date, this Agreement shall automatically terminate
and otherwise become null and. void, and.. ~T~..l;;/:l~ILhlave no.. furth~L QQ'-~tiQI')$;
provided, however, that STRshaiihalfe fhe right to declare due and payable all
sums due under the terms of this Agreement.
6. DEFAULT COSTS. In the event of BOCC's default under the terms of this
Agreement, STR shall be entitled to receive from Client, in addition to all other
amounts due, the costs of collection, including reasonable attorney's fees, incurred
in the collection of amounts due under the terms of this Agreement.
7. OWNERSHIP OF THE DATA. All of STR's data, without regard to the
form or content of the report in which it is incorporated, is, will be, and shall remain
STR's exclusive property and proprietary information. Neither BOCC nor client shall
license or sublicense, or in any way lay claim, in copyright or otherwise, to any of
STR's data or information for any reason, nor shall BOCC or Client enable any
third party to do any of the same. The parties agree that any and all data sets,
information, and reports, irrespective of form, prepared by STR and provided to
Client are not and do not constitute works for hire under the copyright laws. STR
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3
has the right to authorize and assign publication rights of the local market report
data under this Agreement to other subscribers of the local market report program.
STR recognizes that upon provision of any reports to Client, those documents
become public records and are subject to Florida Statutes (F.S.), Chapter 119.
Section 119.07(1)(a), F.S. requires the TDC to permit such records to be inspected
by any person desiring to do so, and to provide a copy of said record upon payment
to Client of a duplication fee.
Client shall credit STR as the source of the data in each publication using local
market report data with the following notation:
SOURCE: COPYRIGHT 2009. SMITH TRAVEL RESEARCH,
ALL RIGHTS RESERVED
Such notation shall conspicuously appear immediately below or in conjunction with
any and all graphs, charts, tables, etc. derived by Client from STR's data, and all
such graphs, charts, tables, etc. shall become the property of STR, because of
Client's derivation of STR's data. However, STR shall not be liable for, and shall be
indemnified by Client from, any and all liability due to Client's improper or
inaccurate derivation of the STR data. Documents and reports which have been
produced on paper and have become public records in the Client's custody shall be
retained by Client. The production under Section 119.07, F.S. is for informational
purposes only and not for commercial release. The County has no policy allowing
commercial use of the Client's public records other than those specifically
developed for commercial use by the Client. Upon termination of this Agreement
for any reason, or, with respect to any particular data, on such earlier date that such
data will be no longer required by Client in order to perform under this Agreement,
such data will be either erased from the data files maintained by Client or, if STR
so elects, Client shall return. the data to STR. Any. such erasur.e.ofSl'R's data win
be verified and confirmed in writing by Client. Documents and reports which have
been produced on paper and have become public records in the Client's custody
shall be retained by Client.
8. CUENT'S USE OF THE STR DATA. Client is authorized to use STR
data, results and/or the local market reports in the operation of its business. The
initial Historical TREND data (if any) supplied by STR to Client is confidential and
proprietary information, and the Client shall not disclose the Historical TREND data
to any person or entity not authorized in writing to receive such information.
Client shall not make or report any projections regarding room rates, in its
advertising or marketing efforts or in any of its publications, that are based on the
information presented in the local market report. Client expressly agrees and
understands that the data contained in any and all STR reports is of extraordinary
value to STR. Furthermore, any and all forecasts and/or projections provided by
Client and included with any data belonging to STR shall be clearly and
2nd Amendment
Smith Travel Research
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conspicuously referenced as the projection or forecast of the Client and not STR so
that all associated liability rests on Client and not STR.
To the extent Client desires to disclose any of STR's data or confidential or
proprietary information, for any purpose, to anyone or any entity outside of Client's
own internal business operations, Client agrees to protect the secrecy,
confidentiality, and proprietary nature of STR's data and information by: (i) first
informing STR in writing of the identity of the intended recipient of the disclosure,
AND specifying the purpose of the disclosure, in order to provide STR with an
Opportunity to refuse authorization of such intended disclosure; (ii) requiring the
intended recipient to sign a suitable confidentiality agreement between Client and
the recipient protecting STR's data and information; and, (iii) delivering a copy of
the signed confidentiality agreement to STR.
Prior to using local market report data in its publications, advertising or marketing
efforts, Client shall provide STR with a copy of the proposed publication masthead,
advertisement, or marketing plan to the extent STR believes necessary to protect
the integrity of STR's product. STR has the right to amend or change the masthead,
advertisement, marketing plan or other materials to the extent STR believes
necessary to give proper attribution to STR, or to protect the integrity and secrecy
of STR's data and information. If STR determines that its data, results, and/or the
local market report(s) have been misstated, misquoted, used in any manner as to
be misleading, or in any way reflect negatively upon STR's product, STR shall have
the absolute right to revoke its authorization for client to use such data, results,
and/or the local market report.
9. DISCLAIMER. Client acknowledges the local market reports are
generated from. information_r~~i\l~qthrQ.t.!9hLlJ.deRe.ndenLSlJllle.YS and rAAearm
. rfom souices considered reliable in the hotel and motel industry. STR will use its
best efforts to insure the information contained in the local market reports are
accurate and complete. STR TAKES NO RESPONSIBILITY FOR THE ACCURACY
AND VALIDITY OF THE RAW DATA PROVIDED TO STR FOR USE IN ITS
LOCAL MARKET REPORT(S). CLIENT AGREES THAT STR SHALL NOT BE
LIABLE FOR DAMAGES INCLUDING CONSEQUENTIAL DAMAGES,
RESULTING FROM THE USE OF ITS DATA AND/OR THE LOCAL MARKET
REPORT(S). STR MAKES, AND CLIENT RECEIVES NO WARRANTIES, EITHER
EXPRESS OR IMPLIED, REGARDING THE PERFORMANCE OF DATA OR THE
RESULTS THAT MAY BE OBTAINED USING THE DATA. ACCORDINGLY, THE
DATA IS LICENSED "AS IS" WITHOUT WARRANTY AS TO ITS
PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF
THE DATA IS ASSUMED BY CLIENT.
2nd Amendment
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10. LIMITATION OF STR LIASl!J.!Y. The parties further agree that in no event
shall STR's total liability relating to STR's performance under this agreement, or any
report or data provided to Client by STR, exceed the sums payable by BOCC and
received by STR, and in no event shall STR be liable for special, indirect,
consequential, incidental, or exemplary damages.
11. MODIFICATION. This Agreement represents the entire understanding
between the parties and there are no representations agreements or
understandings either oral or written, other than those set forth in this Agreement.
Any modification to this Agreement shall be in writing signed by both parties. This
Agreement supersedes any prior agreements between the parties concerning the
subject matter, whether oral or written.
12. 9:lQ1c;:e OF LAW. This Agreement shall be construed under the laws of the
State of Florida. The parties further agree that the Court of Competent Jurisdiction
be the United States District Court for the Southern District of Florida, or Courts of
the 16th Circuit of the State of Florida.
The parties to this agreement sign below, intending to create a legally binding,
agreement.
13. INDEMNIFICATION. Smith Travel Research covenants and agrees to
indemnify and hold harmless Monroe County Board of County Commissioners from
any losses, damages, and expenses (including attomey's fees) which arise out of,
in connection with, or by reason of services provided by Smith Travel Research,
occasioned by the negligence, errors, or other wrongful act or omission of Smith
Travel Research or its employees, or agents.
14. P B IC ENTITY T_A-persanoraffiliatawho.!:laabeen
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 STR, 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.
15. ETHICS CLAUSE. STR warrants that no person has been employed or
retained to solicit or secure this contract upon an Agreement or understanding for a
commission, percentage, brokerage, or contingent fee and that no member of the
Monroe County government or the TDC has any interest, financially or otherwise, in
the FIRM or its subSTRs.
2"" Amendment
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6
16. DOCVUNTATIQ!'if.ERTAI~!NG TO AGRE~M~NT. STR shall maintain all
books, records, and documents directly pertinent to performance under this
Agreement in accordance with generally accepted accounting principles
consistently applied. Each party to this Agreement or their authorized
representatives shall have reasonable and timely access to such records of each
other party to this Agreement for public records purposes during the term of the
Agreement and for four years following the termination of this Agreement. If an
auditor employed by the County or Clerk determines that monies paid to STR
pursuant to this Agreement were spent for purposes not authorized by this
Agreement, the STR shall repay the monies together with interest calculated
pursuant to Sec. 55.03, FS, running from the date the monies were paid to STR.
17. GOVERNING LAW. VE.NUE, INTERPRETATIQN, COSTS AND FEES. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Florida applicable to contracts made and to be performed entirely in the
State. In the event that any cause of action or administrative proceeding is
instituted for the enforcement or interpretation of this Agreement, the County and
STR agree that venue will lie in the appropriate court or before the appropriate
administrative body in Monroe County, Florida. The County and STR agree that, in
the event of conflicting interpretations of the terms or a term of this Agreement by or
between any of them the issue shall be submitted to mediation prior to the
institution of any other administrative or legal proceeding.
18. ~ If any term, covenant, condition or provision of this
Agreement (or the application thereof to any circumstance or person) shall be
declared invalid or unenforceable to any extent by a court of competent jurisdiction,
the remaining terms, covenants, conditions and provisions of this Agreement, shall
not be affected thereby; and each remaining term, covenant, condition and
PJolI!!!!on oLthilLAs!:e.e.meotshaJJbev.aIkLandshaJLbe .enf.oct'.I'!"'bletothe f'llIest
extent permitted by law unless the enforcement of the remaining terms, covenants,
conditions and provisions of this Agreement would prevent the accomplishment of
the original intent of this Agreement. The County and STR agree to reform the
Agreement to replace any stricken provision with a valid provision that comes as
close as possible to the intent of the stricken provision.
19. ATTORNEY'S FEES AND COSTS. The County and STR agree that in the
event any cause of action or administrative proceeding is initiated or defended by
any party relative to the enforcement or interpretation of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, court costs,
investigative. and out-of-pocket expenses, as an award against the non-prevailing
party, and shall include attorney's fees, courts costs, investigative, and out-of-
pocket expenses in appellate proceedings. Mediation proceedings initiated and
conducted pursuant to this Agreement shall be in accordance with the Florida Rules
of Civil Procedure and usual and customary procedures required by the circuit court
of Monroe County.
2nd Amendment
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20. BINDING EFFECT. The terms, covenants, conditions, and provisions of this
Agreement shall bind and inure to the benefit of the County and STR and their
respective legal representatives, successors, and assigns.
21. AUlliORITY. Each party represents and warrants to the other that the
execution, delivery and performance of this Agreement have been duly authorized
by all necessary County and corporate action, as required by law.
22. AQ,JUDICATION OF DI~PUTES AND DISAGREEMENTS. County and STR
agree that all disputes and disagreements shall be attempted to be resolved by
meet and confer sessions between representatives of each of the parties. If no
resolution can be agreed upon within 30 days after the first meet and confer
session, the issue or issues shall be discussed at a public meeting of the Board of
County Commissioners. If the issue or issues are still not resolved to the
satisfaction of the parties, then any party shall have the right to seek such relief or
remedy as may be provided by this Agreement or by Florida law.
23. COOPERATION. In the event any administrative or legal proceeding is
instituted against either party relating to the formation, execution, performance, or
breach of this Agreement, County and STR agree to participate, to the extent
required by the other party, in all proceedings, hearings, processes, meetings, and
other activities related to the substance of this Agreement or provision of the
services under this Agreement. County and STR specifically agree that no party to
this Agreement shall be required to enter into any arbitration proceedings related to
this Agreement.
24. NONDISCRIMINATION. County and STR agree that there will be no
cfi~!<rimi!latjQn . against .~.person. and it isexpressJyuUl1derJtoodthat1.lpOl+-a
determination by a court of competent jurisdiction that discrimination has occurred,
this Agreement automatically terminates without any further action on the part of
any party, effective the date of the court order. County or STR agree to comply
with all Federal and Florida statutes, and all local ordinances, as applicable, relating
to nondiscrimination. These include but are not limited to: 1) Title VI of the Civil
Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race,
color or national origin; 2) Title IX of the Education Amendment of 1972, as
amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination
on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended
(20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The
Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which
prohibits discrimination on the basis of age; 5) The Drug Abuse Office and
Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on
the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism
Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The
2n. Amendment
Smith Travel Research
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Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and
290ee-3). as amended, relating to confidentiality of alcohol and drug abuse patent
records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as
amended, relating to nondiscrimination in the sale, rental or financing of housing; 9)
The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as maybe
amended from time to time, relating to nondiscrimination on the basis of disability;
10) Monroe County Code Ch. 13, Art. VI, prohibiting discrimination on the bases
of race, color, sex, religion, disability, national origin, ancestry, sexual orientation,
gender identity or expression, familial status or age; and 11) any other
nondiscrimination provisions in any Federal or state statutes which may apply to the
parties to, or the subject matter of, this Agreement.
25. ~-WAlVER OF IMMUNITY. Notwithstanding he provisions of Sec.
286.28. Florida Statutes, the participation of the County and the STR in this
Agreement and the acquisition of any commercial liability insurance coverage, self-
insurance coverage, or local government liability insurance pool coverage shall not
be deemed a waiver of immunity to the extent of liability coverage, nor shall any
contract entered into by the County be required to contain any provision for waiver.
26. PRIVILEGES AND IMMUNITIES. All of the priVileges and immunities from
liability, exemptions from laws, ordinances, and rules and pensions and relief,
disability, workers' compensation, and other benefits which apply to the activity of
officers, agents, or employees of any public agents or employees of the County,
when performing their respective functions under this Agreement within the
territorial limits of the County shall apply to the same degree and extent to the
performance of such functions and duties of such officers, agents, volunteers, or
employees outside the territorial limits of the County.
27. . ~TlnNS -4NDRESPONSIsu.fnE-S.~Tffis-^greementisflOt
intended to, nor shall it be construed as, relieving any participating entity from any
obligation or responsibility imposed upon the entity by law except to the extent of
actual and timely performance thereof by any participating entity, in which case the
performance may be offered in satisfaction of the obligation or responsibility.
Further, this Agreement is not intended to, nor shall it be construed as, authorizing
the delegation of the constitutional or statutory duties of the County, except to the
extent permitted by the Florida constitution, state statute, and case law.
28. NON-RELIANCE BY NON-PARTIES. No person or entity shall be entitled to
rely upon the terms, or any of them, of this Agreement to enforce or attempt to
enforce any third-party claim or entitlement to or benefit of any service or program
contemplated hereunder, and the County and the STR agree that neither the
County nor the STR or any agent, officer, or employee of either shall have the
authority to inform, counsel, or otherwise indicate that any particular individual or
group of individuals, entity or entities, have entitlements or benefits under this
2nd Amendment
Smith Travel Research
9
Agreement separate and apart, inferior to, or superior to the community in general
or for the purposes contemplated in this Agreement.
EADINGS. Section headings have been inserted in this
of convenience of reference only, and it is agreed that such
t a part of this Agreement and will not be used in the
'sion of this Agreement.
Board of County Commissioners
of Monroe County
Deputy Clerk
~~~
Mayor/Chairman
(CORPORATE SEAL)
Attest:
Smith Travel Research, Inc.
By. _
Secretary
Byd~ ~
/' Presi
4uL r kU44,vAA, I
Print Name
Print Name
OR TWO WITNESSES
(1)
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2M Amendment
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