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11/20/1991AGREEMENT -91 DEL -4A.8 :25 For purposes of promoting tourism in the Florida Keys, GIBBONS PUBLISHING, INC. agrees to supply, on a free basis, copies of its publication, Hu 'w ` ui: -to, the Florida Keys and Key West (HG), to the MONROE COUNTY BOA COUNTY COMMISSIONERS on behalf of the MONROE COUNTY TOURIST DEVELOPMENT COUNCIL (TDC). Specific terms of the agreement are as follows: 1. HG will provide up to 150,000 copies annually (spread evenly over each issue) at no cost to the TDC. As HG is presently issued quarterly, up to 37,500 copies (150,000/4) may be drawn each issue. Overruns and/or reprints may be purchased at the publishers incremental costs for the quantity specified. HG will notify TDC in writing at the beginning of each year of the approximate incremental costs of any issues for the ensuring year. The actual cost will be provided upon a specific TDC identified requirement. Said specific request must be made ninety (90) days before the published delivery date of the issue in question. Quarterly publication dates are as follows: Spring (March 15); Summer (June 15); Fall (Sept. 15); Winter (Dec. 15). A minimum of 15,000 copies of each issue will be delivered to the TDC free of charge on or about the above publication dates but no less than 10 days after. The remainder of the TDC allocation of each issue (22,500 copies) will be delivered upon request, as required by fulfillment needs, to TDC offices and/or other redistribution locations including Monroe County chambers of commerce, USA 800, Inc. and other mail houses selected by TDC, at no cost to TDC. The costs of delivery for which HG is responsible under this paragraph are in addition to the postage costs covered in paragraph 11. 2. HG will provide at HG production cost (except TDC two (2) page spread ad) to the TDC: a two (2) page spread in each quarterly issue for a TDC ad or editorial message that welcomes prospective visitors to the Florida Keys; five (5) pages for carrying a generic visitor information for each (one (1) page per district) of the five (5) TDC districts in the Keys; eleven (11) pages for carrying an Accommodations Directory (obtained, maintained and setup by HG) listing all commercial business establishments (hotels, motels, resorts) by District including FAX numbers collecting the resort and sales tax; ten (10) pages for carrying Maps of the various districts; four (4) pages for carrying Calendars Events information. All materials from the TDC to be provided camera-ready by it's appointed agency and any editorial materials must be submitted in accordance with the publisher's deadlines. ^ 7 , 3. Advertising participation in HG will be limited to local businesses operating in Monroe County, with the exception of national advertisers. Other businesses outside of Monroe County may be included by mutual agreement of the two parties. 4. HG will carry approximately a 2:1 ratio of advertising to editorial. In addition, HG will carry one (1) full page of generic visitor information for each of the five (5) TDC districts in the Keys. HG agrees to confer with the Chambers of Commerce of each district in the gathering and preparation of this information. HG will consult with the TDC contracted agency representatives as to the publications editorial content, design and format. However, final editorial control will lie with HG. Editorial content in this publication is attributable solely to Humm's Guide, and endorsement by the TDC of Humm's Guide as the official tourist publication of the Florida Keys and Key West is not an endorsement of any editorial content therein. 5. The TDC will continue to endorse Humm's Guide to the Florida Keys and Key West exclusively as it's Official Tourist Publication and will promote it as such. 6. The TDC agrees to include HG within their mail fulfillment packages sent to individual consumer and travel -trade requests (bulk mail and first class upon request), as long as sufficient quantities are provided in a timely manner by HG. 7. HG agrees to provide safe and dry storage for a portion of the TDC allotted copies for bulk quantity shipment at HG's cost pursuant to Section 11 (to trade shows, conventions, out -of -county chambers, motor clubs, etc.) requests that the TDC wishes to fulfill. Accounting to be provided by HG. 8. The TDC agrees to provide HG on a quarterly basis, with a basic accounting of how the TDC allotted copies were distributed, for circulation audit purposes. HG to provide accounting for bulk quantity shipments on a quarterly basis. 9. All artwork, editorial and photographic material collected or prepared by the TDC and/or its contracted agencies will be released to HG at no charge for use solely in the official tourist publication unless protected by copyrights, exclusive use agreements, etc. 10. HG will include each year, a research insert card, materials to be provided camera-ready by the TDC or its contracted agency in accordance with the publisher's deadlines. 2 11. HG will contribute $5,000.00 annually towards TDC postage costs on TDC's mail fulfillment packages sent to any TDC designated addresses like individual consumers, travel/trade requests, AAA's, Chambers, etc. 12. This agreement shall be effective for a three (3) year period commencing with the HG issue which is not closed (copy deadline still open) as of the effective date of this agreement when properly executed by all parties. No provision for automatic renewal or extension of this Agreement shall be effective. Any renewal or extension shall be in writing and executed by both parties. 13. The BOCC/TDC or HG may terminate this Agreement in whole or part by giving the other party written notice at least ninety (90) days prior to the effective date of the termination. Upon receipt of termination from the BOCC/TDC, HG shall only provide those services specifically approved or directed by the TDC. All other rights and duties of the parties under this Agreement shall continue during such notice period, and the TDC shall continue to be responsible to HG for the payment of any obligations incurred by HG with the approval of the TDC. Termination may also be governed by the General Conditions stated below. 14. If applicable, upon termination of this Agreement, HG shall bill the TDC for all amounts not previously billed and due HG at that time. HG shall not be entitled to a professional fee nor expenses for any work commenced or expenses incurred after the notice of termination was received by HG, unless specifically approved or requested by the TDC. HG shall, however, be entitled to payment for services commenced and approved by the TDC prior to the receipt of notice, or, with the express written consent of the BOCC/TDC, prior to the effective date of termination. Bills for fees or other compensation for services or expenses shall be submitted in detail sufficient for a proper preaudit and postaudit thereof, if applicable. 15. The payment of any monies to HG for services rendered will be subject to, and contingent upon, the funds being appropriated, allocated and otherwise made available and which may be lawfully expended for the procurement of said services. The BOCC/TDC shall be the final determiner of the availability. 16. Any contractual arrangement between the BOCC/TDC and HG shall be consistent with, and be governed by, all applicable Florida and federal statutes, rules and regulations. i 17. HG will act as an independent contractor and not as an employee of the BOCC/TDC. HG shall indemnify, defend, and hold the BOCC/TDC and its agents and employees harmless from and against (1) any and all claims arising from contracts between HG and third parties made pursuant to this Agreement and (2) any and all claims, liabilities or damages arising from the preparation or presentation of the travel guide or of any advertising unless submitted by the TDC covered by this Agreement, including the costs of litigation and counsel fees. 18. HG will not be permitted to assign its contract with the BOCC/TDC without prior written consent of the TDC. In view of the deadlines peculiar to the publishing industry, no subcontract work requires the prior written consent of the BOCCfI'DC. 19. This agreement may be modified only upon the written and mutual consent of both parties. 21. Force Majeure: 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 subcontractors or suppliers, including labor dispute, strike, labor shortage, 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, hurricane, 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. Any such delay or failure shall not constitute a breach of this contract. Upon demand of "County", the "Provider" must furnish evidence of the causes of such delay or failure. The "Provider" shall thereafter resume its performance hereunder as soon as such resumption is reasonably practicable. C1U W V� date: ,�Q , 1991 date: ��/ , 1991 Monroe County Board of County Commissions Gibbons Publishing, Inc. on behalf of the Monroe County Tourist Development Council ATTEST: DANNY L. KOLHAGE, CLERK By e;Ll4 Deputy Cterk APPROVE70 AS TO FORM AND ICIEPv By, c���y�/9 Dat© ��i! ' SNVOWN STATE.NIENT UNDER SECTION .57.133(3)(a), FLORIDA STATUTES, ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICER AUTHORIZED TO ADMINISTER OATHS. 1. This sworn statement is submitted with Bid, Proposal or Contract �. for Monroe County Tourist Develcptrertt Council Travel Guide Z. This sworn statement is submitted by Gibbons Pul liship . Inc - [name of entity submitting sworn statement] whose business address is 99198 Overseas Hwy. , P.O. Box 2921 Key I arac FL 33037 and (if applicable) its Federal Employer Identification Number (FEIN) is 6 9 — 01 9 7 7 ? 1 (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: N / A ) 3. My name is z, r , 'i ; ,- a , and my relationship to the (please print name of Indlviduai signing] _. entity named above is Publisher Sher - 4. I understand that a "public entity crime" 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 wiih any public entity or with an agency or political subdivision of any other statr it with the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of -any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion,. racketeering, conspiracy, or material misrepresentation. S. I understand that "convicted" or "conviction' as defined in Paragraph 287.133(1)(b), Florida Statutes. means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1. 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. 6. I understand that an "affiliate" as defined in Paragraph 2E7.133(1)(a), Florida Statutes, means: 1. A predecessor or successor of a person convicted of a public entity crime: or Z. An entity under the control of any natural person who is active in the management of the entin, and who ha` been convicted of a public entity crime. The term 'affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active In the management of an -.fliate. The ownership by one person of shares constituting a controlling fnt. est in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's lengt.1 agreement, shall be a prima facie case that one person controls another person. A person who ' win;ly enters into a joint venture with a person who has been convicted of a public ent"", grime ,n Florida during the preceding 36 months shall be considered an affiliate. 7. , understand that a "person" as defined in Paragraph ZS7.133(1)(e), Florida Statutes. means any natural person or entity organized 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 ent�iiy, or which otherwise transacts or applies to transact business with a public entity. 71e term "person" includes those officers, directors, executives, partners, shareholders.. emplovec:, members, and agents who are active in management of an entin. 8. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. (I'leuse indicnte which statement npplics ) �tieither the entity submitting tlhts sworn statement, nor any officers, directors, executives, partners, shareholders, employees, memhcrs, or agents who arc active ►n management .>t the entity, nor any affiliate of the entity have been charged with and convicted of a public entity crime subsequent to July 1, 1939. The entity submitting this sworn statement, or one or more of the officers, directors, executives, partners. shareholders, employees, members. or agents who are active in 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, BN12 [Please Indicate which additional statement applies.] T'here has been a proceeding concerning the conviction before a hearing• officer of the State of Florida, Division of Administrative Hearings. The final order entered by the hearing officer did not place the person or affiliate on the convicted vendor list. [Please attach a copy of the final order.] The person or affiliate was placed on the convicted vendor list. There has been a subsequent proceeding before a hearing_ officer of the State of Florida, Division of Administrative Hearings. The final order entered by the hearing officer determined that it was in the public interest to remove the person or affiliate from the convicted vendor list. [Please attach a copy of the final order.] The person or affiliate has -not been placed on the convicted -vendor list•. [Please describe any action taken by or pending with the Department of General Services.] [signature] Date: 11/15/91 STATE_ OF Flori da COUNTY OF Monroe PERSONALLY APPEARED BEFORE ME,. the and :rsigned authority, G.D. Cline who, after first being sworn by me, affixed his/her signature [name of individual signing] in the space provided above on this 15th day of Nov. 91 G My commission expires: NOTARY PUBLIC, STATE OF FLORIDA. My COMMISSION EXPIRES: Nov. 18, 1994. BONDED THRU NOTARY PUBLIC UNDERWRITERS. Form PUR 7068 (Rev. 11189)