FY1995 11/22/1994
AGREEMENT
CELLET TRAVEL SERVICES. L TD
THIS AGREEMENT is entered into this J-M day of NOt ervtlwr-
1994, 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 Monroe County Tourist Development Council (TDe) has
recommended this contract be entered into to promote and advertise Key West and the
Florida Keys as a travel destination, and; ~ 0 ~ ~
. WH~REAS, the COUNTY wishes to enter into this Agreement fo!~~S re.e.rese~tion
services with the FIRM,~:;:r:: p!J ~
1. TERM: The term of this Agreement is for a per~~~f on; (1):Jears
commencing October 1, 1994 and terminating September 30, 1995, ~j.~ct t~ec~n 13
herein. ::: _.' ~ ~
.........., N --,
2. SERVICES: The FIRM shall provide the following services on behalf of the
Florida Keys:
-Maintain the Florida Keys Hotline
..Take calls from Consumers wishing to visit the Florida Keys
..Take calls from Travel Agents, Tour Operators, and Incentive Houses
.,Arrange fulfillment of Florida Keys Literature with packpost Services Ltd.
..Maintain Florida Keys Slide Library and distribute same
.,Make 35 Sales Calls per month to Incentive houses and Group Travel Agents
..Continue to be point of reference for Tour Operators putting together Keys
Programs
..Act as Liaison with Florida Department of Tourism
.-Advise TOC on British Market Trends when requested
.,Advise on Advertising placement when requested.
The FIRM shall coordinate the Florida Keys & Key West sales mission on a project
fee basis to be remunerated extra over and above the monthly fee but within the confines of
the $7,000.00 budget as listed within the additional expenses. (See Exhibit A attached.) The
Florida Keys and Key West sales mission is to be held annually in May 1995 & May 1996,
to include travel agent and incentive buyers seminars in London and nearby outlying areas.
Florida Keys industry members shall be invited to participate in the mission along with
FIRM's staff. Services shall include:
-Venue selection and hire.
-Accommodation arrangements at preferred industry rate.
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-Compilation of invitation list.
-Invitation design, distribution, and follow-up calls.
-Escort and set all sales call appointments.
-Menu selection.
-Post sales mission report including list of attendees with
addresses and phone numbers.
(Full payment of all function using allocated budget not to exceed $7,000.00
annually)
The FIRM shall coordinate the Florida Keys and Key West participation at World
Travel Market (WTM) in November 1994 and November 1995 on an additional project fee
basis but within the confines of the WTM total budget reflected in Exhibit A. Services shall
include:
- Booth registration and decoration
-Accommodation arrangements at preferred industry rate for Florida Keys
contingency.
-Full accounting of allocated funds.
(Allocated funds not to exceed $11,000.00 annually).
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. FAX
number shall be available 24 hours per day, 7 days per week. (Allocated funds not to
exceed $1 ,000.00 annually as reflected in Exhibit A)
The primary focus of the FIRM's sales staff shall be to maintain and increase
coverage of Florida Keys.
The 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.
3. MONTHLY REPORTS The FIRM shall provide to TOC Administrative
Office, 3406 N. Roosevelt Blvd., Key West, Florida, monthly reports and documentation of
results of services every month, within twenty days of the end of each month. Monthly
reports shall show, at a minimum, dates, names, and addresses of travel agents, tour
operators and incentive houses to whom sales calls are made. Also to include copies of
any reports which FIRM receives from travel agents and tour operators showing their
bookings to Florida Keys. and Key West.
Monthly reports to TOe 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.
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-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.
-Call reports on appointments in the meetings market.
-All trade ads will have a call to action for videos, brochures, rate guides or
reservations assistance. The phone/fax number is Cellet Travel Service 0564
794999 or fax 0564 795333 and/or the Florida Keys dedicated line. All calls must be
logged, must be fulfilled by Packpost, must be followed up by Cellet. The incoming
call record must be submitted each month and followed up with destination mailings
from anyone who inquired about the destination (Packpost).
-Modification of this paragraph acceptable to TOC and reflected by the minutes of a
regularly scheduled meeting of the TOe is the only modification of the Agreement not
subject to the requirements of paragraph 14.
4. COMPENSATION: The FIR-M's fee shall be twenty-two thousand dollars
($22,000.00) per year, forty-four thousand dollars ($44,000.00) total for a two year period as
specified in Exhibit "An attached hereto and incorporated herein by reference.
5. BilliNGS: The FIRM shall submit to the TOC Administrative Office monthly
billings for $1'1833.33 for staff and contract services and for all other charges incurred during
the previous Imonth for which payment is due from the COUNTY as authorized under this
Agreement. The 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 Cellet Travel Service, Ltd., 121 High Street, Henley in Arden, Solihull,
West Midlands, England 895 5AU.
6. _AGENCY OF RECORD: The FIRM shall act as the agency of record of the
TOC for sales representation within the United Kingdom.
7. JNOEMNIFICATION AND HOLD HARMLESS: The FIRM agrees to
covenants and agrees to indemnify and hold harmless Monroe County Board of County
Commissioners 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: the services provided, event sponsored, or other activities and funding
associated with this agreement.
8. 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, dema.nds or actions by any person or entity in anyway arising from the services
provided. StJch liability insurance shall be in an amount not less than $1 ,000,000.00.
Monroe County shall be named as additional insured under the insurance policy and such
insurance shall be primary and noncontributing with any insurance carried by the County.
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~ The FIRM shall furnish the County with a certificate evidencing the insurance required by
this paragraph upon the signing of this Agreement.
9. APPROVALS AND CHANGES OF SPECIFICATIONS OF SERVICES: The
TOC shall have the sole and exclusive right to approve, modify, reject, or cancel any and all
plans, proposals, submissions and other work in process, in which event the TOC's
directions shall be immediately implemented. However, nothing in this Agreement shall be
construed as requiring the FIRM to violate any contractual commitments to vendors
contracted on TOC's behalf. All contractual commitments to contracted vendors require the
TOC's prior written approval. The COUNTY shall only be liable for charges approved in
writing prior to the FIRM's entering into such contractual commitment.
The performance of all services between FIRM as described and otherwise provided
under this Agreement will be in full cooperation with and under the direct supervision of the
TOC. Whenever approval is required from the TOC, said approval shall be in writing from the
TOC Administrative Director or a designee, according to TOC policy.
10. TERMINATION: RENEWAL: Either party shall have the right to cancel this
Agreement at its sole discretion upon sixty (60) days written notice to the other party. FIRM
shall deliver to TDC and COUNTY all papers and other materials related to the work
performed under this Agreement upon termination thereof. The COUNTY shall have the
option of renewing this agreement for an additional one (1) year under the same terms and
conditions subject to negotiation of monetary terms and provided the COUNTY provides
FIRM prior written notice of its election of this poption no later than August 31, 1995.
11. EXCLUSIVE REPRESENTATION: The FIRM agrees that it will not
represent any private resort or attraction within Monroe County or any other municipal or
County destination in Florida, without prior approval in writing from the TOC. FIRM shall act
at all times herein as independent contractor, and nothing contained herein shall be
construed to create the relation of principal and agent or employer and employee, between
TOC/COUNTY and FI RM.
12. 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.
13. 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.
14. ENTIRE AG-REEMENT: AMENDMENTS: 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 COUNTY and FIRM.
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15. 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.
16. TAXES: The Board of County Commissioners and TDC are exempt from
Federal Excise and State of Florida Sales Tax. State Sales Tax and Use Tax Certificate
Number is 03000 210354.
17. fiNANCE CHARGES:
any finance charges.
18. 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 t~:> execute such contract to any person, company or corporation without prior
consent of the COUNTY.
19. OWNERSHIP: All work performed under the Agreement shall be the
property of the TOe and COUNTY, for whatever use and/or disposition the TOe and
COUNTY may deem appropriate. Such property shall include: a) all plans, documents and
recommendations; b) All manuscripts, copy, graphics, and videotapes. The TOC and
COUNTY shall have the full right to reproduce and/or use any products derived from the
contractor's work under the Agreement without payment of any royalties, or fees.
20. COMPLIANCE WITH LAWS - NONDISCRIMINATION: The firm shall
comply with .all federal, state and local laws and ordinances applicable to the work or
payment for 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.
21 NOTICE: Whenever notice is required by this Agreement to be give to
either party, said notice shall be deliver to:
for County
Ms. Lynda Stuart
Monroe County TOe
3406 N. Roosevelt Blvd.
Suite 201
Key West, FL 33040
The COUNTY and TOC, shall not be responsible for
For Firm
Ms. Stella Clery-Ackland
Cellet Travel Service, Ltd.
121 High Street
Henley in Arden
Solihull
West Midlands, England
895 5AU
22. SEVERABILITY: If any provision of this Agreement shall be held by a Court
of competent juriSdiction to be invalid or unenforceable, the remainder of this Agreement, or
the applicatiol1 of such provision other than those as to which it is invalid or unenforceable,
shall not be affected thereby; and each provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law.
23. The FIRM agrees to furnish the TOe with copies of bids of subcontractors.
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24. 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 TOC has any interest, financially or otherwise, in the FIRM or its
subcontractors.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed in their names, and seals impressed hereon, by their proper officials, all as of the
day and year first above written.
(SEAL)
Attest: Danny L. Kolhage, Clerk
~~~~~
Dep Clerk .
(CORPORATE SEAL)
Attest:
By
Secretary
OR
'Witness
APprove~ai3~y and legal sufficiency:
Date: ~ t~
Board of County Commissioners
of Mo e County
Cellet Travel Services, Ltd.
By
.. )j~
President ,
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SWORN ST,\TEMENT PURSU~"lT TO SECTION 287.133(3)(0),
FLORIDA STATUTES. ON punuc ENTI1Y CRIMES
TIllS FOW\1 MUST DE SIGNED AND SWORN TO IN TIIE PRESENCE OF A NOTARY PUBUC OR OTHER
OFFICIAL AUTHORIZED TO ADMINISTER OATHS. .
1.
This sworn statement is submitted to
Monroe County
[print name of the public entity]
b~ Stella Clery - President
[print individual's name and title]
ro~ Ce11et Travel Services Ltd
[print nome ot entity submitting sworn statement]
whc)se business address is
121 High Street
-Henl ey- in-Arden
Warks B95 5AU England
and (if applicable) its Federal Employer Identification Number (FEIN) is N / A
(If the entity has no FEIN, include the -Social Security Number of the individual signing this
sworn statement: N / A . .)
2 I uJlderstand that a .public entity crime8 as defined in Paragraph 287.133(1)(g), Florida Statutes. means a
violation of any state or federal law by a person with respect to and directly related to the .transaction of
business with any public entity or with an agency or political subdivision of any other state or of tho United
States, including, but not limited to, any bid or contract for goods .or services to be provided to any public
enti~ty or an agency or political subdivision of any other state or of the United States and involving antitrust,
frau~ theft, bribery, collusion, racketeering, conspira~J or material misrepresentation.
3. I UIlderstand that .convicted- or 8conviction. as defined in Paragraph 287. 133(1) (b), Florida Statutes. means
a finding of guilt or a conviction of a public entity aime, with or without an adjudication of guilt, in any
federal or Slate trial coun of record relating to charges brought by indictment or information after July 1,
198'9, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere.
4. I ulldcrstand that an 8affiliate- as defined in Paragraph 287.133(1)(1), F10rfda Statute!. means:
1. A predecessor or successor of a person convicted of a public entity crime; or
2. An entity under the control of any natural person who is active in the management of the entity and
whc) has been convicted of a public entity crime. The term 8affiliate- includes those officers, directors,
executives, panners, shareholders, employees, members, and agents who are active in the management of
an .affiliate. The ownership by one person of shares constituting a controlling interest in another person,
- or ~L pooling of equipment or income among persons when not for fair market value under an arm.s length
agreement, shall be a prima facie case that one person controls another person. A person who knowingly
entc:rs into a Joint venture with a person who has been convicted of a public entity crime in Florida during
the preceding 36 months shall be considered an affiliate.
S. L ul:1derstand that a .person. as defined in Paragraph 287.133(1)(e), F10rida Statutes. means any natural
person or entity organized under the laM of any state or of the United States with the legal power to enter
inte>> 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 transact business with a public entity. The
tenn -person8 includes those officers, directors, c:x.ecutives, partners, shareholders, employees, members, and
agents who are active in management 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 statemenL [Indicate which stntement applies.]
_ Neither the entity submitting this sworn statement, nor any of Its officers, directors, executives,
partners, shareholders, employees, members, or agents who are active in the management of the entity, nor
any aifiliate of the entity has been cbarged with and convicted of a public entity crime subsequent to July
I, 1989.
_. The entity submitting this sworn statement, or one or more of its officers, directors, executives,
panners, shareholders, employees, members, or agents who are active in the management of the entity, or
an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July
1, 1989.
__ The entity submitting this sworn statement, or one or morc of its officers, directors, executives,
p~~ers, shareholders, employees, members, or agents who are active in the management of the entity, or
an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July
1, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida,
Division of Administrative Hearings and the Fmal Order entered by the Hearing Officer determined that
it was not in the public interest to place the entity submitting this swom statement on the convicted vendor
list. [attach a copy of the fInal order] -
I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRAcrING OmCER FOR THE
PUBUC Ll\lTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC EN1TIY 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 TO INFORM THE PUBUC ENTl'IY PRIOR TO ENTERING
L'ITO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA
STATIJTES FOR CATEGORY nvo OF ANY CHANGE IN THE INFO nON CONTAINED IN THIS FORM.
~ . ,.
n: (6 ~ fit ca~r
[signature) .- .
Swam to and subsc:ribcd before me this 17
day of
hf>t<.u.A^Y
Notary Public · State of
Personally 1a:LOwn.
OR Produ~l identifi\:ation ~
Q1t'U~'1U J.iL~~Ji'K
(Type. of identification)
.
. .
My mmmissioD CIIIpims N?'~ L+
SjoL( ~<'"L .
(printed typed or stamped
commissioned name of notary public)
G. F. LODDER & SONS
Solicitors. H EN LEY - 'N - AR 0 EN
So'ihull. West Midlands
895 5BW
Form PUR '7068 (Rev. 06111192)
EXHIBIT "A"
Activity
Cost
Total
Agency Feel
$22,000.00 per year
$22,000.00
Additional Expenses as listed in Contract
World Travel Market
$11 ,000.00 per year
Florida Keys Sales Mission $ 7,000.00 per year
Florida Keys & Key West
dedicated phone line $ 1,000.000 per year
$19,000.00
GRAND TOTAL PER YEAR
$41 ,000.00
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