06/15/2011 AgreementAGREEMENT FOR EXECUTIVE OFFICE SERVICES
MONROE COUNTY TOURIST DEVELOPMENT COUNCIL
THIS AGREEMENT is made this 5> day of , 2011, by and between
the Board of County Commissioners of Monroe County, Florida (County) and the 3406 North Roosevelt
Boulevard Corporation d /b /a Visit Florida Keys (Provider), a corporation incorporated in the State of
Florida.
WHEREAS, the County is authorized to contract for the provision of services for operating an
executive office for tourism promotion by Monroe County Code Sections 23 -199 (b);
WHEREAS, Provider was created for the purpose of continuity in the provision of said services;
and
WHEREAS, Provider has satisfactorily provided such services for nineteen years; and
NOW, THEREFORE, for and in consideration of the mutual covenants contained herein, the
parties agree as follows:
1. Contract Period: This Agreement is for the period commencing October 1, 2011 through
September 30, 2016, unless earlier terminated pursuant to paragraphs 9 and 10 below. The
County has an option to extend this contract for an additional (5) year period beyond the initial
award period, upon Agreement of both parties.
2. Scope of Services: The Provider shall provide the work plan and services described in detail in
Exhibit A, attached hereto and incorporated herein by reference. The Provider shall provide
competent personnel necessary to perform this Agreement and shall be wholly responsible for the
successful completion of services required under this Agreement.
3. Payment:
A) County shall pay from tourist development tax funds, an amount not to exceed One Million,
Two Hundred and Eight Thousand and Four Hundred Dollars ($1,208,400) for the contract
year ending September 30, 2012. For each of the remaining years, under the Agreement,
County shall pay from tourist development tax funds such amounts as are established
within the TDC budget approved by the County prior to each fiscal year. The budget for
period ending September 30, 2012 is attached hereto as Exhibit B and incorporated herein.
Payment is contingent upon an annual appropriation by the Board of County
Commissioners of Monroe County.
B) Payment shall be made as follows:
i) Provider shall submit monthly, to the County's finance office, an estimate of payroll
costs, including salaries and related fringe benefits, necessary to be paid during
the following month. The submitted documentation shall include an accounting for
the monies advanced previously for the payroll costs. Payment for the following
month's payroll cost will be remitted to Provider in advance for the corporate
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employee pay dates provided the request for advance with necessary
documentation has been submitted to County's finance department in a timely
manner prior to said pay date.
ii) Provider shall be reimbursed for all reasonable & permissible corporate
expenditures reimbursable under County's guidelines and policies as applied to the
3406 North Roosevelt Boulevard Corporation. Provider may submit bills for
reimbursable expenditures to the County's finance office to be paid directly from
County to any payee entitled to said reimbursement.
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 TDC or County shall occur at any reasonable time. Provider
understands that it shall be responsible for any and all audit exceptions identified by TDC or
County. Any current or subsequent contract awards will be offset by the amount of any audit
exceptions.
5. Personnel /Principals:
A) The Provider acknowledges that a major reason for its selection by the County to perform the
services described in this Agreement is the qualification and experience of the principal
personnel and board of directors of Provider. The Provider therefore agrees that the directors
and officers shall be primarily responsible for the performance of this Agreement.
B) The Provider may employ such personnel as are necessary to provide the services subject to
availability of funding by County. The Provider may establish employee contracts for the
principal personnel needed to provide the services. Provider agrees to provide
documentation or evidence of the actual amounts of time expended by its personnel upon
request from County.
C) Directors and Officers of the Provider are the same individuals who have been appointed by
County as TDC members.
6. Offices: County shall provide in addition to the sum in paragraph 3(A) such premises, equipment
and supplies as are required for the day to day operation of the executive office pursuant to County
policy and guidelines. As of the commencement of this Agreement, said premises, equipment and
existing supplies are located at 1201 White Street, Suite 102, Key West, Florida. All additional
procurement for use by the executive office shall comply with all statutes, ordinances, rules and
regulations governing such procurement by the County.
7. 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
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supervision over the means, 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 Provider, its
employees or agents, resulting in either bodily or personal injury or property damage to any
individual, Provider or corporation.
8. Modification: Additions to, modification to, or deletions from the Scope of Work and /or costs of
work set forth in this Agreement may be made only by amendment to this Agreement which must
be approved in writing by the County. No modification shall become effective without prior written
approval of County.
9. Termination
A) Termination of this Agreement shall occur at the natural ending date or if the source of
funds is exhausted, eliminated, or should otherwise cease for any reason.
B) In addition, the County may terminate at any time, with or without cause.
1) "For cause" is defined as a breach of one of the covenants of the Agreement. In
the event that the County terminates for cause, termination shall be effective immediately
upon notice as given in accordance with paragraph 23 of this Agreement.
2) In the event that the County terminates without cause, the termination shall not
take effect until at least one hundred and twenty (120) days subsequent to written notice
to the Provider given in accordance with paragraph 23 of this Agreement.
3) The County shall not be obligated to pay for any services or expenses incurred
after the effective date of termination, except for those services incurred to terminate the
corporate existence and to file returns and reports required either by the County or by
other governmental agencies.
C) In the event that funds are partially reduced, the parties hereto shall negotiate the terms
of this Agreement. If no agreement can be reached within sixty (60) days of notice of reduction of
funds, this Agreement may be terminated at the County's option upon written notification to the
Provider.
10. Indemnification and Hold Harmless Provider agrees to indemnify and hold harmless Monroe
County, agents and employees against any claim of liability, losses and causes of action which may
arise out of, in connection with, or by reason of services provided in the fulfillment of this
Agreement.
11. Permits: The Provider shall secure all required permits, and /or licenses necessary for this
Agreement, subject to reimbursement or direct pay provisions of paragraph 3.
12. Laws and Regulations:
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A) This Agreement shall be construed by and governed under the laws of the state of Florida
unless in an area of law pre - empted by federal law. Provider agrees that the venue of any
dispute shall be in Monroe County, Florida.
B) Provider shall comply with all laws including but not limited to those listed in Exhibit C.
C) The Provider 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 of race,
color, religion, sex, age, gender preference, gender identity or national origin in the
performance of work under this Agreement.
D) Any violation of statutes, ordinances, rules, regulations and executive orders shall constitute
a material breach of this Agreement and shall entitle the County to terminate this Agreement
immediately upon delivery of written notice to the Provider.
13. Taxes: The County is exempt from federal, excise and state of Florida sales and use taxes.
14. Finance Charges: The County shall not be responsible for any finance charges.
15. Severability: If any provision of this Agreement shall be held in a court of competent 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 unenforceable, shall not be affected thereby; and each
provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
16. 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 subcontractors or suppliers, including labor dispute, strike, labor shortage, war
or act of war whether an actual declaration thereof is 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 this Agreement.
17. Assignment: Provider shall not assign, transfer, sublease, pledge, hypothecate, surrender, or
otherwise encumber or dispose of this Agreement or any estate created by this Agreement or any
interest in any portion of same, or permit any other person or persons, company or corporation to
perform services under this Agreement 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 or
assigns.
18. Disclosure: The Provider shall be required to list any or all potential conflicts of interest, as defined
by Florida Statutes ch. 112 and Monroe County Ethics Ordinance. 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 TDC or County.
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19. Additional Conditions: The 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.
20. Independent Professional Judaement: Provider shall at all times exercise independent
professional judgement 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 TDC and County for the safekeeping
and proper use of the property entrusted to Provider's care, and to process all documents
necessary to continue, without interruptions, any maintenance or service contracts relating to such
equipment for its service life.
22. Ethics Clause: The Provider warrants that it has not 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 TDC or County officer or employee in violation of Section 3 of Ordinance 010-
1990. For breach or violation of this provision the County may, in its discretion, terminate this
Agreement 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 paid to the former TDC or County officer or employee.
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 required, to the other party as
follows:
To Provider: To TDC or County:
TDC Director County Attorney
3406 North Roosevelt Boulevard Corporation P. O. Box 1026
1201 White St., Suite 102 Key West, Florida 33040
Key West, Florida 33040
24. 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
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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 have a thirty (30)
day notice of cancellation, non - renewal, material change in policy language or reduction in
coverage. The acceptance and /or approval of the Providers insurance shall not be construed as
relieving the Provider from any liability or obligation assumed under this Agreement or imposed by
law.
The Monroe County Board of County Commissioners, its employees and officials shall be included
as an "Additional Insured" on all insurance policies, (except for Workers' Compensation.) as their
interests may appear in all policies issued to satisfy these requirements. Any deviations from these
General Insurance Requirements must be requested in writing on the County prepared form entitled
"Request for Waiver of Insurance Requirements ". Any deviation must be approved in writing by
Monroe County Risk Management.
A) Prior to the commencement of work governed by this Agreement the Provider shall obtain
Workers' Compensation Insurance with limits sufficient to comply with Florida Statute 440.
In addition, the Provider shall obtain Employers' Liability Insurance with limits of not less
than:
$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 this Agreement. 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 -V1, as
assigned by the A.M. Best Company.
B) Prior to the commencement of work governed by this Agreement the Provider shall obtain
General Liability Insurance. Coverage shall be maintained throughout the life of the
Agreement and include, as a minimum:
• Premises Operations
• Products and Completed Operations
• Blanket Contractual Liability
• Personal Injury Liability
• Expanded Definition of Property Damage
The minimum limits acceptable shall be:
• $500,000 combined single limit
If split limits are provided, the minimum limits acceptable shall be:
• $ 250,000 per person
• $ 500,000 per Occurrence
• $ 50,000 Property Damage
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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
Agreement. 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
as their interests may appear (see attached document for full text) on all insurance policies
issued to satisfy the above requirements.
C) Recognizing that the work governed by this Agreement requires the use of vehicles, the
Provider, prior to the commencement of work, shall obtain Vehicle Liability Insurance.
Coverage shall be maintain throughout the life of the Agreement and include, as a
minimum, liability coverage for:
• Owned, Noon -Owned and Hired Vehicles
The Minimum limits acceptable shall be:
• $300,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
• $100,000 per Person
• $300,000 per Occurrence
• $ 50,000 Property Damage
Monroe County shall be named as an additional insured on any vehicle liability policy.
26. Time: Time shall be of the essence as to this Agreement.
27. Full Agreement: This Agreement constitutes the entire and full understanding between the parties
hereto and neither party shall be bound by any representations, statements, promises or
agreements not expressly set for herein and in duly executed amendment under paragraph 8
hereof.
28. Public Entity 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 response on a contract to provide
any goods or services to a public entity, may not submit a response /bid on a contract with a public
entity for the construction or repair of a public building or public work, may not submit
responses /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, Florida Statutes for Category Two for a period of 36 months from the date of being placed
on the convicted vendor list
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IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.
Witness
Print Name
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Clerk
3406 North Roosevelt Boulevard Corporation
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President
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Print Name
Monroe County Board of County Commissioners
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MON COUNTY ATTORNEY
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EXHIBIT A
SCOPE OF SERVICES
1. Administration, supervision and maintenance of a full -time office located in Key West, Florida,
used exclusively for the marketing activities of the Monroe County Tourist Development Council,
an advisory board to the Board of County Commissioners. Regular hours of business shall be
from 9:00 a.m. to 5:00 p.m., Monday through Friday, excluding holidays observed by County.
Provider shall provide a full staff for executive services of TDC business and shall keep the
executive office open to the public and County during regular hours.
2. Implement the policies, procedures and programs established by the TDC under the guidance of
the governing board of the County.
3. Promote Monroe County tourism in domestic and international markets within all marketing efforts
within authorized uses of revenue pursuant to Florida Statutes and Monroe County ordinances.
4. Supervise all marketing, including advertising, public relations, sales, film commission, website
promotions and market research responsibilities for the TDC.
5. Develop and implement an annual marketing plan.
6. Develop, present, and implement the annual TDC budget in accordance with Florida Statutes,
Monroe County ordinances and County procedures.
7. Prepare and maintain TDC documents, records and reports required by TDC and /or County.
8. Maintain the existing policy and procedure operations manual, updated as required by TDC and
County directives, and adhere to its provisions.
9. Develop and coordinate agreements with any sub - contractors or agencies of record.
10. Place public notices required for all meetings of the Tourist Development Council, District
Advisory Committees, Umbrella Advisory Committees and all other committees of the TDC.
Prepare and deliver to committee members and designated recipients the agenda packets for the
meetings. Attend, record, and transcribe minutes of all such public meetings.
11. Develop and coordinate appropriate requests for proposals /bids and agreements on event and
capital project funding, other authorized funding on behalf of the TDC and County.
12. Assist the coordination and communication between and among the Advisory Committees of the
TDC.
13. Coordinate public notice of District Advisory Committee member vacancies, receipt of
applications, distribution to nomination committee and subsequent approval by the TDC or
County as applicable.
14. Provide to TDC and County all financial information available regarding requests for advertising,
marketing, public relations, sales and event or capital expenditures
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15. Maintain all appropriate insurances required by County and maintenance of corporation fees and
tax returns.
16. Produce an annual report for the TDC and the County.
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EXHIBIT B
ADMINISTRATIVE BUDGET
Salaries & related costs $ 1,183,400
Insurance & related corporate costs* $ 25.000
$ 1,208,400
* accounting fees
401(k) Profit sharing plan fees & bond
legal fees
annual corporate fees
bank charges
medical /dental insurance
worker's compensation
general liability & content insurance
directors & officers insurance
professional liability insurance
auto insurance
office supplies & equipment not covered by County
travel expenses: airfare, lodging, meals miscellaneous advance travel costs
familiarization (FAM) related costs not covered under purchase orders
sales missions and promotion costs not covered under purchase orders
educational classes /seminars /workshops to develop & advance work related skills
training and educational aids
cash on delivery (COD) items /postage due
sales related purchases i.e. books, promotional items
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EXHIBIT C
Provider shall comply with all laws, including but not limited to the following, as they shall be amended
from time to time:
1. The National Environmental Policy Act of 1969 (42 U.S.C. s. 4321 et seq.) and 24 C.F.R. Part 59;
2. Executive Order 11988, Floodplain Management;
3. Executive Order 11990, Protection of Wetlands;
4. The Endangered Species Act of 1973, as amended (16 U.S.C. s. 1531 et seq.);
5. The Fish and Wildlife Coordination Act of 1958, as amended, (16 U.S.C. s. 661 et seq.);
6. The Wild and Scenic Rivers Act of 1968, as amended, (16 U.S.C. s. 1271 et seq.);
7. The Safe Drinking Water Act of 1974, as amended (42 U.S.C. s. 300f et seq.);
8. Section 401 (f) of the Lead -Based Paint Poisoning Prevention Act, as amended (42 U.S.C. s.
4831 (b) et seq.);
9. The Clean Air Act of 1970, as amended (42 U.S.C. s. 7401 et seq.);
10. The Federal Water Pollution Control Act of 1072, as amended (33 U.S.C. s. 1251 et seq.);
11. The Clean Water Act of 1977 (Public Law 95 -217);
12. The Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of
1975 (42 U.S.C. s. 6901 et seq.);
13. Noise Abatement and Control: Departmental Policy Implementation Responsibilities, and
Standards, 24 C.F.R. Part 52, Subpart B;
14. Flood Disaster Protection Act of 1973, P.L. 93 -234;
15. Protection of Historic and Cultural Properties under HUD Programs, 24 C.F.R. Part 59;
16. Coastal Zone Management Act of 1972, P.L. 92 -583;
17. Executive Order 11593, "Protection and Enhancement of the Cultural Environment';
18. Architectural and Construction Standards;
19. Architectural Barriers Act of 1968, 42 U.S.C. 4151;
20. Executive Order 11296, relating to evaluation of flood hazards;
21. Executive Order 11288, relating to the prevention, control and abatement of water pollution;
22. Cost - Effective Energy Conservation Standards, 24 C.F.R Part 39;
23. Section 8 Existing Housing Quality Standards, 24 C.F.R. Part 882;
24. Section 319 of Public Law 101 -121, as provided in the "Government wide Guidance for New
Restrictions on Lobbying; Interim Final Guidance" published in the December 20, 1989 Federal
Register which prohibits recipients of federal contracts or grants from using appropriated funds
for lobbying in connection with a grant or contract, and requires that each which requests or
receives a federal contract or grant, and their sub - recipients, disclose lobbying undertaken with
non - federal funds (See attachment D); and
25. Executive Order No. 11246 of September.
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