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08/19/2009 Agreement DANNY L. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: August 24, 2009 TO: Lynda Stuart, Office Manager Tourist Development Council A TTN: FROM: Maxine Pacini Administrative Ass~~ Pamela G. Hanc~~. At the August 19, 2009, Board of County Commissioners meeting the Board granted approval and authorized execution of the following: 1st Amendment to Agreement between Monroe County and the Lower Keys Chamber of Commerce, Inc. covering the Big Pine and Lower Keys Island Art Festival to revise date of event to December 5, 2009. ~ontract between Monroe County and The Ameurop Group, Inc. who is the only entity that provides multilingual tourist assistance for 24 hours; 7 days a week; 365 days a year. The Ameurop Group, Inc. provides live assistance through to 1-800-771-KEYS and provides a monthly detailed report. Agreement between Monroe County and Keys Association of Dive Operators, Inc. to act as a County Wide Dive Umbrella. Agreement between Monroe County and Florida Keys Fishing Tournaments, Inc. to act as a County Wide Fishing Umbrella. Enclosed are two duplicate originals of the above-mentioned for your handling. Item D3 is being returned to you as the automobile insurance expired August 23,2009: 1st Amendment to extend the Agreement between Monroe County and 3406 North Roosevelt Boulevard Corporation d/b/a Visit Florida Keys for the provision of services for operating an executive office for tourism promotion by Monroe County Code Sections 2-299. Item D6 is being returned to you as there has been no insurance since 2004: Agreement between Monroe County and Key West Business Guild, Inc. for Visitor Information Services which promote gay and lesbian tourism for Key West. It should be noted that this contract has not had insurance since 2004. Should you have any questions please feel free to contact our office. cc: County Attorney Finance File AMElJROPCONTRACT THIS AGREEMENT ("Agreement"), made and entered into this /}I/.--day of ~ 2009, A.D., by and between MONROE COUNTY, FLORIDA, (hereinafter sometimes called the "Owner"), and The Ameurop Group, Inc., (hereinafter called the "Contractor"). WHEREAS, the County wishes to enter into this agreement with Contractor, so that they will provide a multilingual tourist assistance service for the Florida Keys, NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein and for the consideration hereinafter set forth, the parties mutually agree as follows: 1. THE CONTRACT The contract between the Owner and the Contractor, of which this Agreement is a part, consists of the contract documents, which are as follows: This Agreement and any amendments executed by the parties hereafter, together with the response to Request for Proposals (RFP) and all required insurance documentation. In the event of a discrepancy between the documents, precedence shall be determined by the order of the documents as just listed. 2. SCOPE OF THE WORK The Contractor shall provide multilingual tourist assIstance services for the County as described below: 1. Provide multi-lingual tourist ..assistance (all major languages of the world) regarding all questions or problems a visitor may encounter in the Florida Keys or if the visitor is traveling from or to the Florida Keys via toll free 800 lines. 2. The service will be available 24 hours; 7 days a week; 365 days a year. 3. The phones will be answered always live - no recordings. 4. Assistance will be provided in case of medical needs. 5. Assistance will be provided in case of law enforcement needs. 6. Language assistance will be provided with business related problems or inquiries (lodging, attractions, restaurants, shopping, etc.). 7. Directions provided to all areas within the Florida Keys or from the Florida Keys to include attractions, hotels, diving or boat charters, restaurants, shops, etc. 8. The calls will have no restrictions in regard to language, duration or origin of the callers location. 9. The Florida Keys 800 assistance number 1..800-771-KEYS .. an Ameurop phone assist owned and registered number will be exclusively used to serve the Florida Keys for the life of the contract and will be accessible throughout the State of Florida. i' 10. Ameurop phone assist will provide as many additional phone lines (same number 'f"-800-771-KEYS) and as many additional operators in case of any emergency or crisis situation in the Florida Keys as needed to handle the calls live and with no recordings or busy signals. 11. Ameurop phone assist will provide monthly call reports in the same manner as provided so far.. listing the callers name, origin, and the reason for the call. In The Ameurop Group, Inc. Contract ID: 624 case of emergency situations like hurricanes, the reports will show the number of calls - due to the number of calls as shown in previous situations- a listing by single name and call will be impossible. The Ameurop Travel Service warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these contract documents. Ameurop Travel Service shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. Ameurop Travel Service shall provide services using the following standards, as a minimum requirement: I. The Ameurop Travel Service shall maintain adequate staffing levels to provide the services required under the contract. II. The personnel shall not be employees of or have any contractual relationship with the County. [IF APPROPRIATE: To the extent that Ameurop Travel Service uses subcontractor's or independent Contractor's, this contract specifically requires that the level of independence normally exercised by such subcontractor's and independent contractor's be curtailed and that tney be supervised by the Ameurop Travel Service.] III. All personnel engaged in performing services under this contract shall be fully qualified, and, if required, to be authorized or permitted under State and local law to perform such services. MONTHLY REPORTS Ameurop Travel Services shall provide to TOC Administrative Office, 1201 White Street, Suite 102, Key West, Florida, monthly reports and documentation of results of services every month, within twenty days of the end of the month. Monthly reports shall show, at a minimum, dates, names, and addresses of the tourist assisted. 3. COMPENSATION Contractor fee shall be Eighteen Thousand Dollars ($18,000) per year as specified which shall be paid in monthly installments after proof that service has been provided. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the SOCC. 4. TERM OF CONTRACT The term,of the contract is for three years, commencing on the 1 st day of December, 2009, and ending on the 30th day of November, 2012. In addition the County, at its sole choice, has the option to extend the contract for one additional two (2) year period. The Ameurop Group, Inc. Contract ID: 624 5. CONTRACTOR'S ACCEPTANCE OF CONDITIONS A. The Contractor hereby agrees to carefully examine the specifications for which the Contractor shall provide services and assumes full responsibility therefore. The provisions of the Contract shall control any inconsistent provisions contained in the specifications. Under no circumstances, conditions, or situations shall this Contract be more strongly construed against the County than against the Contractor. B. Any ambiguity or uncertainty in the specifications shall be interpreted and construed by the County, and the County's decision shall be final and binding upon all parties. C. The passing, approval, and/or acceptance by the County of any of the services furnished by the Contractor shall not operate as a waiver by the County of strict compliance with the terms of this Contract, and specifications covering the services. Failure on the part of the Contractor, immediately after Notice to Correct shall entitle the County, if it sees fit, to correct the same and recover the reasonable cost of such replacement and/or repair from the Contractor, who . in any event shall be jointly and severally liable to the County for all damage, loss, and expense caused to the County by reason of the Contractor's breach of this Contract and/or his failure to comply strictly and in all things with this Contract and with the specifications. D. The Contractor agrees that the TDC may designate representatives to visit the Contractor's facility(ies) periodically to conduct random open file evaluations during the Contractor'~ normal business hours. E. The Contractor warrants that it has, and shall maintain throughout the term of this contract, appropriate licenses and approvals required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Proof of such licenses and approvals shall be submitted to the County upon request. 6. CONTRACTOR'S FINANCIAL RECORDS Contractor 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 Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall repay the monies together with interest calculated pursuant to Sec. 55.q3, FS, running from the date the monies were paid to Contractor. . " ).., 7. PUBLIC ACCESS The Ameurop Group, Inc. Contract ill: 624 The County and Contractor shat! allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Contractor. 8. HOLD HARMLESS The Contractor covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners and the TDe 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. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this Agreement. 9. INDEPENDENT CONTRACTOR At all times and for all pJ..Irposes under this Agreement the Contractor is an independent contractor and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this Agreement shall be construed so as to find the Contractor or any of his employees, contractors, servants, or agents to be employees of the Board of County Commissioners of Monroe County. 10. NONDISCRIMINATION The parties agree that there will be no discrimination against any person, and it is expressly understood that upon 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. The parties 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 VII of the Civil Rights Act of 1964 (PL 88..352), which prohibit discrimination in employment on the basis of race, color, religion, sex. and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 use ~~ 1681-1683, and 1685- 1686), wpich prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 use ~ 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ~~ 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 The Ameurop Group, Inc. Contract ID: 624 and Alcoholism Prevention, Treatment and Rel1abilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, 99 523 and 527 (42 use 99 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 use 9~ 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 use 99 1201), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender id Respondent 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. 11. ASSIGNMENT/SUBCONTRACT The Contractor shall not assign or subcontract its obligations under this Agreement, except in writing and with the prior written approval of the Board of County Commissioners of Monroe County and Contractor, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. 12. COMPLIANCE WITH LAW In providing all services/goods pursuant to this Agreement, the Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this Agreement and shall entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the contractor. The contractor shall possess proper licenses to perform work in accordance with these specifications throughout the tenn of this contract. 13. DISCLOSURE AND CONFLICT OF INTEREST The Contractor represents that it, its directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this contract, as proVided in Sect. 112.311, at. seq., Florida Statutes. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with ~\ne's agency; unauthorized compensation; misuse of publiC position, conflicting emptoyment or contractual relationship; and disclosure or use of certain information. The Ameurop Group, Inc. Contract ill: 624 Upon execution of this contract and thereafter as changes may require, the Contractor shall notify the County of any financial interest it may have in any and all programs in Monroe County which the Contractor SlJonsors, endorses, recommends, supervises, or requires for counseling, assistance, evaluation, or treatment. This provision shall apply whether or not such program is required by statute, as a condition of probation, or is provided on a voluntary basis. The County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover. the full amount of such fee, commission, percentage, gift, or consideration. 14. ARREARS The Contractor shall not pledge the County's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this contract. 15. NOTICE REQUIREMENT Any notice required or permitted under this Agreement shall be in writing and hand delivered or mailed. postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR TOC: Lynda Stuart 1201 White St. Suite 102 Key West, FL 33040 33041-1026 and County Attorney PO Box 1026 Key West, FI. FOR CONTRACTOR: The Ameurop Group, Inc. P.O. Box 1675 Winter Haven. FL 33882-1675 16. TAXES " The County is E!xempt from payment of Florida State Sales and Use taxes. The Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is the Contractor authorized to use the County's Tax Exemption Number in The Ameurop Group, Inc. Contract 10: 624 securing such materials. The Contractor shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this Agreement. 17. TERMINATION A. The County may terminate this contract for cause with seven (7) days notice to the Contractor. Cause shall constitute a breach of the obligations of the Contractor to perform the services enumerated as the Contractor's obligations under this contract. B. Either of the parties hereto may terminate this contract without cause by giving the other party sixty (60) days written notice of its intention to do so. 18. GOVERNING LAW, VENUE, INTERPRETATION, COSTS AND FEES A. 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. B. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Contractor agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. C. The County and Contractor 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. D. Severability. 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 tenns, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest 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 Contractor 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. E. Attorney's Fees and Costs. The County and Contractor agree that in the event any cau~~ 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, The Ameurop Group, Inc. Contract ID: 624 and out-af-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. F. Adjudication of Disputes or Disagreements. County and Contractor 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. G. 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 Contractor 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 Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 19. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, successors, and assigns. 20. AUTHORITY 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. 21. CLAIMS FOR FEDERAL OR STATE AID Contractor and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. 22. PRIVILEGES AND IMMUNITIES i All of the privil~~es 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 The Ameurop Group, Inc. Contract ID: 624 and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 23. LEGAL OBLIGATIONS AND RESPONSIBiliTIES Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating Respondent from any obligation or responsibility imposed upon the Respondent by law except to the extent of actual and timely performance thereof by any participating Respondent, 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. 24. NON-RELIANCE BY NON-PARTIES No person or Respondent 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 Contractor agree that neither the County nor the Contractor 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, Respondent or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 25. ATTESTATIONS Contractor agrees to execute such documents as the County may reasonably require, to include a Public Respondent Crime Statement, an Ethics Statement, and a Drug- Free Workplace Statement. 26. NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 27. EXECUTION IN COUNTERPARTS This Agr~ement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrumenf'and any of the parties hereto may execute this Agreement by singing any such counterpart. The Ameurop Group, Inc. Contract ID: 624 28. SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference onlY7 and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. IN WITN.ESS WHEREOF the parties hereto have executed this Agreement on the day and"date:ftf"Stwritten above in four (4) counterparts, each of which shall, withoutproof'oraccouhting for tl1e other counterparts, be deemed an original contract. (SEAL) ~~ Depdly Clerk (CORPORATE SEAL) Attest By Board of County Commissioners o:JAonroe County p.,,-;-~.. >n~,~ Mayor/Chairman The Ameurop Group, Inc. Secretary ~~C]~A President Ga bn'dice (G j,,.0'c/ c; Print Name Print Name Date: Date: O.s-/~ 7 /~CJ07 I { OR TWO WITNESSES (1 ) (2) (1 ) Print Name (2) Print Name Date: ~ ~ C) ::... (..) - W x: 0:: cz: a: .3 o N l.L- (..!) o ::::> u.J < -' ~ u- ~ Date: td _.J d L.l- 4~"',: :J:: (~:..~ ~._- C:~ ,~:: ~~:: c~_.). t~~) _j :';i':: ;~:, ;~ ~:~~j :;;:::u <.( C1 The Arneurop Group, Inc. Contract ID: 624 SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY" FLORIDA ETHICS CLAUSE TZt e /l /n ~ n::/ AJ ~~ 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 I?~id to the former County officer or employee. STATE OF ~l ~() \ 1l COUNTY OF PERSONALL Y APPEARED BEFORE ME, the undersigned authority, 6'<!or ieLa s 0 ~ who, after N PUBL'1P J()~3(06ld "~~~~I~::",, TIFFANY COX , :(~~ Notary Public - State of Florida _ : . EMy Commission Expires Jul 4, 2010 ;~: :'oy Commission # DO 570865 "i~- OF f'-O'\\ II",,,,,,, Bonded By National Notary A~sn. My commission expires: OMB - MCP FORM #4