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2. 10/01/1993 to 05/01/1994 11/10/1993 ...., .. ..-It' BRANCH OFFICE 3117 OVERSEAS HIGHWAY MARATHON, FLORIDA 33050 TEL. (305) 289-6027 CLERK OF THE CIRCUIT COURT MONROE COUNTY 500 WHITEHEAD STREET KEY WEST, FLORIDA 33(M() TEL. (305) 292-3550 BRANCH OFFICE 88820 OVERSEAS HIGHWAY PLANTATION KEY, FLORIDA 33070 TEL. (305) 852-7145 December 10, 1993 #/# Mayor Samuel Feiner, Chairman Tourist Development Council 3406 North Roosevelt Boulevard Key West, FL 33040 .. Dear Mayor- Feiner: As you know, on November 10, 1993, the Board of County Commissioners of Monroe County granted approval and authorized execution of a seven (7) month Contract between Monroe County and Cellet Travel Services, LTD., commencing October 1, 1993 and terminating April 1, 1994, in an amount not to exceed &23,331.00. Attached for handling by your office, are two fully- executed duplicate originals of the above Contract, one for return to the Provider, and one for your appropriate departmental files. Should you have any questions regarding the above, please do not hesitate to contact me. l7J.uc. y~, · Isabel c. Desan~ Deputy Clerk CC: County Attorney County Administrator, wlo documents Finance Director, c/o Karin Goddard ~isk Management, wlo documents ~File AGREEMENT CELLET TRAVEL SERVICES. L TO THIS AGREEMENT is entered into this ID ~ day of ~ ,1993, by and between the BOARD OF COUNTY COMMISSIONERS, Monroe County, Florida,! hereinafter referred to as the COUNTY and CELLET TRAVEL SERVICES, L TO., hereinafter referred to as FIRM; , WITNESSETH WHEREAS, FIRM is qualified to provide sales representation services which promote tourism, and; WHEREAS, the TDe/COUNTY wishes to enter into this Agreement for sales representation services with the FIRM, 1. - TERM: The term of this Agreement is for a period of seven (7) months commencing October 1, 1993 and terminating May 1, 1994 subject to Section 13 herein. 2. SERVICES: The FIRM shall complete one targeted mailing to approx. 1 ,000 travel agents, tour operators, and incentive planners in the United Kingdom and Ireland to include Florida Keys accommodation guides, general information, and tour operators manuals and video where appropriate. Upon written direction from the TOC. Administrative Office, this mailing may be staggered to better facilitate subsequent inquiries. The~ FIRM shall conduct one escorted four (4) day familiarization tour for a minimum 4:>f ten tour operators in conjunction with American Airlines to include all areas of the Florida Keys. The FIRM shall coordinate the Florida Keys & Key West sales mission to be hel<:I in May, 1994, to include travel agent and incentive buyers breakfast seminars in London, Manchester and Dublin along with sales c,~lIs to ~or t~r operators and incentive buyers in each city. Florida Keys industry -memberyhall~e invited to participate in the mission along with FIRM's staff. Services shall inctLde:"; ~ _.~. ~ V elnue selection and hire; ~ .~'.: ;-Tj . -Acc::ommodation arrangements at preferred industry rate; ~. '~ j '::J -Compilation of invitation list; ,::, :.-? -Inv'itation design, distribution, and follow-up calls; -Escort and set all sales call appointments in each city; -Menu selection; -Post sales mission report including list of attendees with addresses and phone numbers; (Full payment of all functions using allocated budget not to exceed $10,000, US) 1 The FIRM shall coordinate the Florida Keys and Key West participation at Word Travel market. Services shall include: ... Booth registration and decoration; ... Venue selection for travel trade function; ... Menu selection; .. Compilation, distribution and follow up of invitation list; ... Full accounting of allocated funds used for function and WTM participation; (Allocated funds not to exceed $5,000) The FIRM shall represent the Florida Keys and Key West at the following trade shows: ... Dublin Holiday Fair, January 1994 ... (Allocated funds for all expenses not to exceed $1 ,700, US) ... sse Holiday Fair, February 1994 - (Allocated funds for all expenses not to exceed $4,000, US) The FIRM shall coordinate and represent the Florida Keys and Key West at t Tour Operator Christmas Lunch function. Services shall include: - Venue selection; - Menu selection; ... Compilation, distribution and follow up on invitation list; (Allocated funds not to exceed $500) The FIRM shall coordinate and represent the Florida Keys and Key West at t Tour Operator Easter Lunch. Services shall include: - Venue selection; - Menu selection; - Compilation, distribution and follow up on invitation list; (Allocated funds not to exceed $600) The FIRM shall coordinate and represent the Florida Keys and Key West at the Cellet 4 City Road Show. Services shall include: - Trcide show representation in Gatwick, Bristol, Birmingham and Glasgow; - Representation at all evening functions; - Compilation, distribution, and follow up on invitation list; - Venue selection; (Allc~cated funds not to exceed $2,500.00) The FIRM shall obtain all services necessary to produce the functions as described above and keep all costs within the budgeted amounts. The FIRM shall dedicate a phone line for trade inquiries answered "Thank you for calling 'The Florida Keys & Key West", operational 9:00 a.m. to 5:00 p.m. Monday through Friday, with the exception of legal holidays, throughout the term of the contract. F=AX number shall be available 24 hours per day, 7 days per week. 2 i ,. The FIRM shall conduct tour operator sales calls to major U.K. tour operators with Florida programs (approximately 82) as well as group meeting/incentive companies traveling to Florida. The monthly number of calls will be 24 per month for a total of 168 calls over the seven month period. Travel agent calls shall be maintained at the suggested level (50-75 per month) for the seven month period. The primary focus of the FIRM's sales staff shall be to maintain and increase coverage of Florida Keys hotels/motels in travel programs with secondary emphasis on development of programs for vacation rentals, independent motels, and guest houses. The FIRM shall also begin focusing on the international meetings market. Primary fo'cus will be to educate and increase awareness of the Florida Keys and Key West as c~ viable meetings destination throughout the seven month period of the contract. . ThEt FIRM shall maintain a Florida Keys & Key West information library including slides, video tapes, tour operator manuals, accommodations guides, and map brochures for distribution to travel trade. Library will be housed in FIRM's main office at 121 High Street, Henley, England. Thel FIRM shall provide monthly reports to TOe. Reports shall include all of the following: -Number of personal sales calls with contact name, address, phone and FAX. -Number of visitors to office, with contact name, address and phone. -Number of telemarketing calls with contact name, address and phone. -Number of inquires with contact name, address and phone. -Trends/developments within the U.K. and Ireland markets including changes in air service, USTT A activity etc. -Competitor activity including advertising and sales efforts. -Report results of Florida Keys increased exposure in toulr operator programs including name of operators anel properties included in program. - Ca,1I reports on appointments in the meetings market. 3. COMPENSATION: The FIRM's fee shall be twenty-three thousand three hundred and thirty one dollars ($23,331.00) for the seven (7) month period, plus expenses approved by the TOe which reimbursable expenses shall include the following: 3 A. Mailings to travel trade, properly documented for reimbursement purposes with name and address of recipient, with an average monthly cost of $200.00; phone, properly documented for reimbursement purposes with name of company and telephone number, with an average monthly cost of $150.00. TDe/COUNTY shall not be responsible for any of FIRM's total Operating Expenses for the seven month period in excess of $2,450.00. FIRM shall be responsible for cost of the above itemized operating expenses which exceed this amount. B. Costs for special mailings and sales promotions required in paragraph 2, shall be direct billed to the Monroe County Tourist Development Council amount not to exceed $5,200.00. These expenses shall include the following: - Blanket mailing to all trade for World Travel Market, not to exceed $1 ,400.00~. . - Christmas card mailing, not to exceed $100.00. · Special March mailing to Tour Operators not to exceed $150.00. - Special April mailing to Tour Operators not to exceed $150.00. - Contingency/Promotions fund not to exceed $3,400.00. 4. BilliNGS: The FIRM shall submit to the TDe Administrative Office monthly billings for one seventh of the seven month fee for staff and contract services and for all other charges incurred during the previous month for which payment is'due from the TOC/COUNTY as authorized under this Agreement. The TOe/COUNTY shall be responsible for payment of all authorized fees and costs due the FIRM while this Agreement is in force. Said payments shall be sent by mail by COUNTY directly to the Central National Bank, 544 Washington Boulevard South, Sarasota, Florida, in an account of FIRM and upon written authorization from FIRM. 5. AGENCY OF RECORD: The FIRM shall act as the agency of record of the TOC for sales representation within the United Kingdom and Ireland. 6. INDEMNIFICATION AND HOLD HARMLESS: The FIRM agrees to indemnify and hold harmless TOe/COUNTY and any of its officers, and employees from and .against any and all claims, liability, litigation, damages, costs, expenses, arising directly or indirectly from any negligence or intentional conduct on the part of FIRM in the performance of the terms of this agreement except to the extent that, in the case of any act of negligence, FIRM reasonably relied on material supplied by TOC/COUNTY or any employee of TOe/COUNTY. FIRM shall immediately give notice to TOC/COUNTY of any claims made against FIRM that is related to the activity under this agreement and will co-operate with TOC/COUNTY in the investigation arising as a result of any such claim related to this agreement. 4 7. 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 operation, of this event. Such liability insurance shall be in an amount not less than $1 ,000,000. 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 not later than ten (10) days after the signing of this Agreement. 8. APPROVALS AND CHANGES: The TDG 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 TOe'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 TOC/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 TOe, said approval shall be in writing from the TOe Administrative Director or a designee, according to TOC polic}'. 9. TERMINATION: RENEWAL: Either party shall have the right to cancel this Agreement at its sole discretion upon seventy (70) days written notice to the other party. FIRM shall deliver to TOC/COUNTY all papers and other materials related to the work performed under this Agreement upon termination thereof. The TOe/COUNTY shall have the option of renewing this agreement for an additional two (2) years lJnder the same terms and conditions subject to negotiation of monetary terms. 10. 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 c()nstrued to create the relation of principal and agent or employer and employee, between TOC/COUNTY and FIRM. 11. DISCLOSURE OF FINANCIAL INTERESTS: The FIRM agrees to disclose any existing financial interest in its business by its suppliers or providers utilized in fulfillment of this Agreement and shall disclose said interests as they may arise from time to time. 5 12. APPLICABLE LAW: VENUE: This Agreement shall be governed by and construed according to the laws of the State of Florida and all actions brought under or pursuant to this Agreement shall be brought in a court of competent jurisdiction in Monroe County, Florida. 13. ENTIRE AGREEMENT: AM~NDMENTe: This writing embodies the entire Agreement and understanding between the parties hereto, and there are no other agreements or understandings, oral or written ,with reference to the subject matter hereof that are not merged herein and superseded hereby. Any amendment to this Agreement shall be in writing and signed by both the TOC/COUNTY and FIRM. 14. LAWS AND REGULATIONS: It shall be understood and agreed that any and all services, materials and equipment shall comply fully with all Local, State and Federal laws and regulations. 15. TAXES: The Board of County Commissioners and TOC are exempt from Federal Excise and State of Florida Sales Tax. State Sales Tax and Use Tax Certificate Number is 03000 210354. 16. FINANCE CHARGES: The COUNTY and TOC, shall not be responsible for any finance charges. 17. ASSIGNMENT: The FIRM shall not assign, transfer, convey, sublet or otherwise dispose of this Agreement, or of any or all of its right, title or interest therein, of his or its power to execute such contract to any person, company or corporation without prior consent of the TD'CICOUNTY. 18. OW~ERSHIP: All work performed under the Agreement shan be the property o'f the TOe/COUNTY, for whatever use and/or disposition the TOe/COUNTY may deanl appropriate. Such property shall include: a) all plans, documents and recommendations; b) All manuscripts, copy, graphics, and videotapes. The TOC/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. 19. COMPLIANCE WITH LAWS - NONDISCRIMINATION: The firm shall comply with all federal, state and local laws and ordinances applicable to the work or payment f~:>r work thereof, and shall not discriminate on the grounds or race, color, religion, sex, age, or national origin in the performance of work under this Agreement. This Agreement shall be subject to all federal, state, and local laws and ordinances. 20. SEVERABILITY: If any provision of this Agreement shall be held by a Court of cc)mpetent 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 lunenforceable, shall not be affected thereby; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 6 ,'" " \ 21. The FIRM agrees to furnish the TOC with copies of bids of subcontractors. 22. ETHICS CLAUSE: .The Provider warrants that it has not knowingly employed, retained or otherwise had act on its behalf any former county officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability to the Provider and will subject the Provider to sanctions in accordanc,e with the ordinances and any and all other applicable laws of Monroe County, the State of Florida and the United States of America. The County may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written. (SEAL) Attest: DANNY L. ~OLHAGE, Clerk ~a4t t. ~JI~ Clerk "'" (SEAL) Attest: Approved as J} fjfm and legal sufficiency: Date: A? '3 9J / / BOARD OF COUNTY COMMISSIONERS OF MONA COUNTY, FLORIDA By: CELLET TRAVEL SERVICES, L TO By: /t/ President 7 SWORN STATEMENT PURSUANT TO SECTION 287.133(3)(8), FLORIDA STA~ ON PUBUC ENTI1Y CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBUC OR OTHER omCIAL AUTHORIZED TO ADMINISTER OATHS. . 1. 'Ibis swom statement is submitted to by, S Ten. 0-. ~ Ac LJ1~t name of the pobUc entity] [print ~. __ ] \ tor CQ 1~ e.t '\ (..f:Lve/2 ~ -a~ U4 . [print DUIe of eatItJ .a....ttIai nom statement] Whose b1l8iness address is Q \ v\lbL-. S-reeet-1 LJes t rY lOLA~-S" ~e/) 1€-'1 '),0 A !68V, ELi SL9 Au 30LLJA and (if applicable) its Federal EmplO)'el' Identification Number (FEIN) is ",' \ A- (It the _lity lias 110 FEIN, include theSodaI Security Number of the iDdividual sijning this swom statement: rJ \ A- .) , 2. I understand that a .public: entity crime. as defined in Paragraph 287. 133(1) (g), FlorIda StatoteL means a violation of any state or federa11aw by a person with respect to and directly related to the traDsaction of busiDas with any public entity or with an ageac:y or politk:a1 subdivision of any other state or of the United States, indudina. bat DOt limited to, any bid or CODtrac:t for JOOds or seivic:es to be provided to any public: entity or an agency or politic:al subdivision of any other state or of the United States and involvi1lg antitrust, fraud, theft, bribery, oollusion. racketeering, ooospiracy, or material misrepresentation. 3. I understand that .oonvided. or .ooDYiction. as defined in Paragraph 287.133(1)(b), 1'Iarida~ mans a fiacting of guilt or a mnviction of a public: entity crime, with or without an adjudication of guilt, in any federal or state trial Q)Ult of rea>rd relating to charges brought by indic:tment or information after July 1, 1989, as a result of a iUIy \'eI'dic:t, IIOniUIy trial, or entry of a plea of guilty or nolo contendere. 4. I understand that an .affiliate. as defined in Paragraph 287. 133(1) (a) , Florida Statgta.. means: 1. A predecessor or S1I~r of a persoD oonvicted of a public entity crime; or 2. An entity under the canuol of any natural penon who is active in the management of the entity and who bas been convic:tecl of a public: entity crime. 1be term .aftiliate. includes those otfk:en, directors, ezecutivel, partners, sbareholders, employea, members, and agents who are active in the manaaement of an a1filiate. The ownenhip by one penon of shara constituting a conUOlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie c:ase that one penon conuols another person. A person who knowingly enters into a joint WDture with a penon who has been convicted of a public entity crime in Florida during the preceding 36 montbs shall be coDSidered an aftDiate. 5. I understand that a "person. as defined in Paragraph 287. 133(1) (e), Florida Statu.., means any natural person or entity organiZlcd under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to t.ransac:t business with a public: entity. The term "person. includes those omcers, dirCdOn, ezecutivel, partners, shareholders, emp1oyeel, members, and aleDu who are active in mauaFment of an entity. 6. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. [Indleste wbleb .ta"eat .pplies.] Neither the entity lubmittinl tlUIswom statement, nor any of its omeers, directors, executives, partners, share holden, employeea, membeJl, or .,enll who are activeiD the management of the entity, nor any aflUiate of the entity bas been charged with and convicted of a public entity crime subsequent to July 1, 1989. _ The entity submitting this swom statement, or ODe or more of its ofticers, clirectors, eacu1ives, partners, shareholders, employees, members, or agents woo are active in the management of the entity, or an aflUiate of the entity bas been charged with and convicted of a public entity crime subsequent to July 1, 1989. _ The entity lubmitting this sworn ltatemellt,' or ODe or JaOre of ita ofl'lcen, directOR, executives, pannell, shareholders, employees, membell, or &JCIdI who are 8Cdve in the management of tile entity, or an aflUiate of the entity ha been cbarpd willa ad coIWic:ted of a pab1ic entity crime subsequent to July 1, 1989. However, there has been a subsequeDt proceeding before a Hc:ariq OffIcer of the State of Florida, Division of AdminLc&tratiw Hearings and the Fmal Order entered by the Hearing Omcer determined that it ~ not in the public interest to place !be entity lubmittiDa this swom statement on the convicted vendor list. [att8ch. COW 01 tile IIDaI order] - I UNDERSTAND THAT THE SUBMISSION or THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBUC ENTI1Y m~ 1].lTlJW IN PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTI1Y ONLY AND, THAT THIS FORM IS VALID THROUGH DECEMBER 31 OF THE CALENDAR YEAR. IN WHICH IT IS FILED. I AlSO UNDERStAND THAT I AM REQUIRED m INIOIlM THE PUBLIC ENTlTY PRIOR m ENTERING INTO A CONTRACI'IN EXCFSS 0.. THE 'l'llRBSBOLD AMOVNT PROVIDED IN SECTION 21'7.817, FLORIDA STATUTES FOR CATEGORY TWO OF ANY CllANGE IN THE INFORMATION CONTAINED IN THIS FORM. Swonl to aacI I11bIcribecl before me this III clay of fP:)r ttl~Qe . 19 q3. OR Produced identification Personally known ~ (Type of identification) '" My c:ollUllilsioD expires JUL L{-e (PriDlCd typed or stamped _aed name of notary public) G . t.. r Solicitors; H. E'y' EN ~olihuIl: Vlest ;'..: B95 58'wV Form PUR 7068 (Rev. 06111192) ~-- ~ G~\ BONUS General Accident G A Bonus pic Head Office NorthfieJd House I )0-114 Baxter Avenue Southend-on-Sea Essex SS2 6FF Telephone 0702 344555 . Facsimile 0702 331990 CERTIFICA TE OF EMPLOYERS I LIABILITY INSURANCE (A copy of this certificate must be displayed at each place of business at which the Policyholder employs persons covered by the policy.) CERTIFICATE NUMBER 1. Name of PolicyJlolder AI474 Cellet Travel Serv Ltd 2. Date of commencement of Insurance 3. Date of expiry of Insurance II Apr 1993 10 Apr 1994 We hereby certify that the policy to which this certificate relates satisfies the requirements of the relevant Law applicable in Great Britain, Northern Ireland, The Isle of Man, The Island of Jersey, The Island of Guernsey, and the Island of Alderney, or to offshore installations in Territorial Waters around Great Britain and its Continental Shelf. Signed on behalf of G A Bonus pIc Authorised Insurer WA1VEft: ",- ~ YES 'lfu T. Smith Chief Executive Regislc:red Office: Pitheavlis, Perth PH2 ONH Scotland Regislered in Scotland No. 8140 Rece! Vt~c Risk Mgmt. & Loss COntrol DATE - /;z - ~ ~-~n"~-'~_'4'__ INITIAL ~ --......~.~o;y."-...~l'\......................."".J.,_....,......,....,..,.. CS /OPRA /JND / 128375 , National Westminster Insurance Services Limited (~ Insurance Brokwl Investment Business Regulat8d by the SIB Commercial Divilion PO Box No 106 37 Broad Street Bristol BS99 7NQ Direct Line (Sm 0272) 263836 Switchboard 263000 Telefax (STD 0272) 26316& Telex 449114 Y QUI ref: Our Ref :OPRA IJND I 128375 Date: 22 November 1993 Cellet Travel Serv Ltd 121 High Street Henley In Arden Solihull West Midlands 895 5AU PLEASE QUOTE OUR REFERENCE ON ALL CORRESPONDENCE Dear Miss Clery Office Protector Insurance Policy No: A1474 As your insurance brokers we confirm that the office protector policy provides public liability cover - Li.it Liability - ~l,OOO,OOO.OO while you are working on behalf of your clients, i.e. Munroe County Tourism Development Council. In the event of a c1ai., insurers will indeMnify you for injury or damage for which you are legally liable. The cover is subject to the normal terms, conditions and exceptions of the policy. We enclose a copy of the policy schedule. If you reqUire further information about the public liability cover, please refer to pagel7 of your policy booklet, section ~ - Legal Liabilities. If you have any queries, please contact us. Yours Sincerely ~~ Assistant Manager Business Insurance Service Received Risk Mgmt. & Loss Control DATE /~ - t - 9...3 INITIAL Y4B ......... w ] . 1 .....-.......... ......... -......: "..-....... ......... 0--= 41 UIIIIIIIIy ~ Ie. .. . r f~ \ \ f I S f I~ \ I ( f ~ I I I) . 1 December 1993 Carol Fisher Florida Keys & Key West Tourist Development Council Suite 201 3406 N Roosevelt Blvd POBox 866 Key West Florida 33041 USA Dear Carol I enc:lose the original letter from Natwest guaranteeing that we are insured and a copy of the insurance certificate. We are unable to send you the original certificate as we are required to display it in our office. I hOI>e this fulfils Munroe County's requirements. Best regards Pippa Dempsey Secretary to Stella Clery-Ackland CELLET TRAVEL SERVICES LTD. SALES OFFICE: GEORGE HOUSE, 121 HIGH STREET, HENLEY-IN-ARDEN, SOL/HULL, WEST MIDLANDS 895 5AU TELEPHONE: 0564 794999; FAX: 0564 795333 REGISTERED OFFICE: SHELLY HOUSE, FARMHOUSE WAY, MONKSPATH, SOL/HULL 890 4EH REG. IN ENGLAND NO. 2523019; VAT REG. NO. 497 564191