08/19/2009 Agreement
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
Septel1zber 15, 2009
TO:
Lynda Stuart, Office Manager
Tourist Developlnent Council
A TTN:
Maxine Pacini
Adlninistrative Assistant
xl
oIi'
-r
FROM:
Isabel C. DeSantis, D. C.
At the August 19, 2009, Board of County Commissioners meeting the Board granted
approval and authorized execution of an Agreement between Monroe County and the Key West
Business Guild, Inc. for Visitor Information Services which promote gay and lesbian tourism for
Key West.
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
DISTRICT I GAY & LESBIAN VIS AGREEMENT
THIS AGREEMENT, entered this jcP!- day of ~ ' 2009, by
and between the Key West Business Guild, Inc. (hereinafter "Provider"), and the Board of
County Commissioners of Monroe County (hereinafter "County").
WHEREAS, Provider is qualified to provide Visitor Information Services which
promote gay and lesbian tourism, and
WHEREAS, the Tourist Development Council (TDC) has recommended to COUNTY
that Provider be awarded a contract for Visitor Information Services which promote gay and
lesbian tourism, and
WHEREAS, the TDC wishes to enter into this Agreement for Visitor Information
Services which promote gay and lesbian tourism with the Provider,
NOW THEREFORE, the parties agree as follows:
1. Scope of Services:
a. Provider shall provide and maintain at least one (1) toll free phone number at their own
cost which may be used as a call to action number for TDC gay and lesbian marketing and
to field visitor phone inquiries. Provider shall respond to all telephone inquiries from said
toll-free number with general information about the destination and Monroe County.
b. The Provider shall respond to all visitor inquiries (telephone, e-mail/web and in-person
walk-ins) for the benefit of the destination as a whole, and not just for the benefit of the
Provider or members of the Provider's organization, nor discriminate against non-members.
c. Provider shall use an approved standard template when responding to visitor emails/web
inquiries. Said template shall include a link to visit the TDC official website (www.fla-
kevs.com), the TDC official logo, a link to signup for a Gay & Lesbian eNewsletter via the
provider's web site and a link to download an electronic version of the brochure used in VIS
mail fulfillment via the provider's web site (if mail fulfillment is provided). The template may
also include Provider's logo and a link to Provider's website.
d. The Provider shall give the TDC official website address www.fla-keys.com. or its Gay
and Lesbian info page www.fla-keys.com/gay. as the first response for a destination web site
and shall introduce the official TDC web site to all caller and email enquirers as a source for
further information on the destination. This provision shall not preclude Provider from
introducing their own web site as a secondary source of information.
e. The Provider shall provide Visitor Information Services to visitors or enquirers calling into,
emailing, or walking into the facility Monday through Saturday, 9:00a.m. to 5:00 p.m., with
the exception of Christmas Eve Afternoon, Christmas Day; New Years Day; President's Day,
Memorial Day; Easter, July 4th Day; Labor Day and Thanksgiving Day.
f. Provider shall provide voice mail, answering machine or similar procedures to capture
visitor inquiries during off hour operations or call overflow.
DAC I Gay & Lesbian VIS Agreement
Key West Business Guild
ID#: 640
g. The..Provider shall provide the TOG with monthly reports on visitor inquiries that include
the total number of visitor inquiries received via phone calls and top 10 origin states of
phone callers; total number of visitor inquiries received via email; and media ad responses.
h. The Provider shall provide and maintain a website at their own cost for gay and lesbian
visitor information; including gay and lesbian accommodations and attractions within the
destination, a link to the TOG website and the TOG official logo. The web site shall be
available 24 hours a day, Monday through Sunday, with the exception of required outages
for site maintenance and upgrades.
i. Provider shall maintain an online survey of web site visitors. A link to the survey shall be
placed on the home page. The survey shall record and capture visitor market research data;
including visitor state or county of origin, gender, age, education, income, length of stay,
month of planned visit, type of accommodation desired, accommodation cost range sought,
planned activities, planned travel group, travel method, past visitation to Key West and other
destinations in consideration. Provider shall provide TOG with a monthly report of aggregate
visitor response to online survey questions.
a. Provider shall provide visitors with a method to opt into to a Gay and Lesbian
eNewsletter on said website. Provider shall record all email address of visitors who opt
in to the eNewsletter to a database.
b. Provider shall provide email addresses to the TOG on a monthly basis.
c. Provider shall provide visitors with an option to download on their website an electronic
version of the brochure used for VIS mail fulfillment if mail fulfillment is provided.
d. Provider shall track data on visitation to the web site; including total sessions, total page
views, top pages viewed, top referral pages and top referral search engines. Provider
shall provide these web site visitation statistics to the TOG on a monthly basis.
e. Provider may produce collateral material for gay and lesbian visitors and provide mail
fulfillment of said material internally or via subcontract. The Provider shall retrieve and
record all information required for callers or email inquiries resulting in mail fulfillment
requests; which includes the name, address, ZIP code and telephone number or e-mail
address (when provided) of the caller.
i) The Provider shall prepare labels, place labels on envelopes, place approved
collateral material in envelopes, place first class postage and deliver fulfillment to the
post office. The Provider shall use their own collateral material and/or local
gay/lesbian industry materials as mail fulfillment. Provider shall provide the TOG with
a copy of any collateral materials used for mail fulfillment for their records.
ii) The Provider shall provide their own telephone line(s), collateral material, mail
fulfillment envelopes/packaging, postage, postage equipment, computer equipment
and staff to provide said service. No additional funding shall be provided by the TOG
for fulfillment of these contractual services. Provider shall provide said within the
agreed upon annual administrative fee or provide at own cost.
f. Provider is prohibited from distributing visitor name and address information recorded via
DAC I Gay & Lesbian VIS Agreement
Key West Business Guild
ID#: 640
visitor collateral requests to third parties without the express verbal or written consent of the
visitors. Provider shall at all times comply with the Telecommunications Act, relevant Postal
Regulations or other regulations regarding third party mail distribution. The Provider shall
have and maintain a binding agreement to hold harmless and indemnify the County from any
claims of liability, identify theft, bodily harm, loss of life, losses and causes of action which
may arise out of or as a result of the distribution of visitor information by the Provider to a
third party.
g. The Visitor Information Service program is subject to review and periodic change by the
Monroe County Tourist Development Council. Any significant change resulting in substantial
costs and/or time in the scope of services requires the written and signed consent of both
parties.
2. Term: The term of the agreement is for a period of three years commencing on
October 1 , 2009 and terminating on September 30, 2012. The County has an option to
extend this agreement for two (2) additional years.
3. Compensation: Provider shall charge Forty Five Thousand, Two Hundred and
Fifty ($45,250) dollars as an annual administration fee to cover costs outlined in scope of
services. Payment will be made in eleven (11) monthly installments of Three Thousand,
Seven Hundred and Seventy dollars ($3,770) and one (1) monthly installment of Three
Thousand, Seven Hundred and Eighty dollars ($3,780). The Board of County
Commissioners and the Tourist Development Council assume no liability to fund this
agreement for an amount in excess of this award. Payment for expenditures permissible by
law and County policies shall be made through reimbursement to Provider upon
presentation of invoices, and other documentation necessary to support a claim for
reimbursement. Monroe County's performance and obligation to pay under this agreement is
contingent upon an annual appropriation by the BOCC.
4. Records - Access and Audits: The Provider shall maintain adequate and
complete records to justify all charges, expenses and costs incurred in performing the work
for at least three (3) years after completion of this agreement. The County shall have
access to such books, records, and documents concerning the contracted services. The
access to and inspection of such books, records, and documents by the County shall occur
at any reasonable time. Provider 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
Provider who shall promptly pay same.
5. Independent Contractor Relationship: The Provider, 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 Provider 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 "Provider's" relationship and the
relationship of its employees to the County shall be that of an independent contractor and
not as employees or agents of the county. Moreover, the Provider shall have no authority
whatsoever to act on behalf and/or as agent for the County in any promise, agreement, or
representation other than specifically provided for in this agreement. The County shall at no
time be legally responsible for any negligence on the part of said contractor, its employees
DAC I Gay & Lesbian VIS Agreement
Key West Business Guild
ID#: 640
or agents, resulting in either bodily or personal injury or property damage to any individual,
form, or corporation.
6. Modification: Additions to, modification to, or deletions from the Scope of Work
and/or costs of work set forth in this contract 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.
7. Breach and Penalties: The parties agree to full performance of the covenants
contained in this contract, and the County reserves the right at its discretion, provided any
breach is material, to terminate the services in this contract for any misfeasance,
malfeasance or nonperformance of the contract terms or negligent performance of the
contract terms by Provider. 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.
8. Insurance: The Provider shall maintain the following required insurance
throughout the entire term of this contract and any extensions. Failure to comply with this
provision may result in the immediate suspension of all work until the required insurance has
been reinstated or replaced. Delays in the completion of work resulting from the failure of
the Provider to maintain the required insurance shall not extend any deadlines specified in
this contract and any penalties and failure to perform assessments shall be imposed as if the
work had not been suspended, except for Provider's failure to maintain the required
insurance.
The Provider shall provide, to the County, as satisfactory evidence of the required
insurance, either:
Certificate of Insurance
or
* A Certified copy of the actual insurance policy
The COUNTY, at its sole option, has the right to request a certified copy of any or all
insurance policies required by this contract.
All Insurance policies must specify that they are not subject to cancellation, non-
renewal, material change, or reduction in coverage unless a minimum of thirty (30) days
prior notification is given to the County by the insurer.
The acceptance and/or approval of the Provider's insurance shall not be construed as
relieving the Provider from any liability or obligation assumed under this contract or imposed
by law.
The Monroe County Board of County Commissioners, its employees and officials will
be included as "Additional Insured" on all policies, except for Workers' Compensation.
Any deviations from these General Insurance Requirements must be requested in
writing from the COUNTY. Such requests shall be prepared from the County's form entitled
"Request for Waiver of Insurance Requirements" and approved by Monroe County Risk
Management.
A. Prior to the commencement of work governed by this contract the PROVIDER
shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida
Statute 440.
In addition, the Provider shall obtain Employers' Liability Insurance with limits
of not less than:
DAC I Gay & Lesbian VIS Agreement
Key West Business Guild
ID#: 640
*
$100,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease
$100,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the contract.
Coverage shall be provided by a company or companies authorized to transact
business in the state of Florida and the company or companies must maintain a minimum
rating of A-V 1 , as assigned by the A.M. Best Company.
B. Prior to the commencement of work governed by this contract, the PROVIDER
shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of
the contract and include, as a minimum:
. Premises Operations and Contents
. Products and Completed Operations
. Blanket Contractual Liability
. Personal Injury Liability
. Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per person
$1,000,000 per Occurrence
$ 1 00,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a Claims
Made policy, its provisions should include coverage for claims filed on or after the effective
date of this contract. In addition, the period for which claims may be reported should extend
for a minimum of twelve (12) months following the acceptance of work by the County.
The Monroe County Board of County Commissioners shall be named as
Additional Insured on all policies issued to satisfy the above requirements.
9. Indemnification and Hold Harmless: The Provider 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 Provider, 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, Provider reasonably relied upon material
supplied by the County or any employee of County. Provider shall immediately give notice
to County of any suit, claim or action made against Provider 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.
10. Permits: The Provider shall secure all required permits, and/or licenses
necessary for this project.
11. Laws and Reaulations: 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.
12. Taxes: The County s exempt from Federal, Excise and State of Florida Sales
Tax.
DAC I Gay & Lesbian VIS Agreement
Key West Business Guild
ID#: 640
13. Finance Charaes: The County will not be responsible for any finance charges.
14. Severabilitv: If any provision of this contract shall be held by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of this contract, 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 contract shall be valid and enforceable to
the fullest extent permitted by law.
15. Force Maieure: The Provider 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-providers or suppliers, including labor
dispute, strike, labor shortage, war or act or war whether an actual declaration thereof if
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 Provider has exercised reasonable care
in the prevention thereof, and any such delay or failure shall not constitute a breach of the
agreement. The Provider shall notify the TDC of any delay or failure to perform within five
(5) days of such action. Upon demand of TDC, the Provider, must furnish evidence of the
causes of such delay or failure. The Provider shall not resume its performance hereunder
unless provided for in the Scope of Services.
16. Assianment: Provider shall not assign, transfer, sublease, pledge,
hypothecate, surrender, or otherwise encumber of dispose of this contract or any estate
created by this contract or any interest in any portion of the same, or permit any other
person or persons, company or corporation to perform services under this contract without
first obtaining the written consent of the County. In the event of such consent, this
agreement shall be binding upon the Provider's successors and assigns.
17. Disclosure: The Provider shall be required to list any or all potential conflicts of
interest, as defined by Florida Statute 112 and Monroe County Ethics Ordinances. The
Provider 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.
18. Advertisina: Prior to any advertising, publicity, or promotional materials
initiated by the Provider relating to the services under this agreement, the Provider shall
obtain prior written approval regarding said promotional material for the TDC before such
material can be released. Materials shall be presented to the TDC for approval and shall be
returned to the Provider in a timely manner. All promotional material related to services
under this agreement shall only include references to Monroe County tourism and each
mailing package must include the official Monroe County TDC Gay and Lesbian brochure.
19. Additional Conditions: Provider agrees to accept additional conditions
governing the use of funds or performance of work as may be required by federal, state or
local statute, ordinance or regulation or by other policy adopted by County. Such additional
conditions shall not become effective until Provider has been notified in writing and no such
additional conditions shall be imposed retroactively.
DAC I Gay & Lesbian VIS Agreement
Key West Business Guild
ID#: 640
. ~O. Independent Professional Judament: Provider shall at all times exercise
independent professional judgment and shall assume full responsibility for the service to be
provided and work to be completed.
21. Care of Property: The Provider shall be responsible to the County for the
safekeeping and proper use of the property entrusted to Provider'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.
22. Ethics Clause: The Firm 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
subcontractors.
23. 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 Provider:
Mr. John Giuliano
PO Box 1208
513 Truman Ave, Key West
FL 33041
For Monroe County TDC:
Ms. Lynda Stuart
1201 White Street
Suite 1 02
Key West, FL 33040
County shall give notice to Provider of any meetings on which is an agenda item pertaining
to telemarketing. Said notice shall be given so that provider has ample time to make travel
arrangements for an Executive Board member to attend the meeting.
24. Termination: Termination of this agreement shall occur at the natural ending
date or earlier should either party terminate with or without cause.
25. Time: Time shall be of the essence as to this agreement.
26. Public Entitv 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.
27. Full Aareement: This writing embodies the entire Agreement and
understanding between the parties hereto, and there are not other agreements and
DAC I Gay & Lesbian VIS Agreement
Key West Business Guild
ID#: 640
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 TOe and approved by the
COU NTY and signed by both parties.
28. This ~ct has been carefully reviewed by legal counsel for both parties.
Therefore, , this (contract shall not be strictly construed agai nst either party on the basis of
authorshi~. .
(SEAL)
Attest: Danny L. Kolhage, Clerk
~~Q. ~
Deputy Clerk
Board of County Commissioners
j;;,... of Monroe <(~unty J.....
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Mayor/Chainnsn
(CORPORATE SEAL)
Attest
Key West Business Guild, Inc.
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DAC I Gay &, Lesbian VIS Agreement
Key West Business Guild
ID#:640
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