Loading...
FY1996-1998 08/15/1995 1Dannp I. ltolbagt BRANCH OFFICE 3117 OVERSEAS HIGfrnTAY MARA THON, FLORIDA 33050 TEL. (305) 289-6027 FAX (305) 289-1745 CLERK OF THE CIRCUIT COURT MONROE COUNTY SOO WHITEHEAD STREET KEY WEST, FLORIDA 33040 TEL. (305) 292-3550 FAX (305) 295-3660 BRANCH OFFICE 88820 OVERSEAS HIGHWAY PLANTATION KEY, FLORIDA 33070 TEL. (305) 852-7145 FAX (305) 852-7146 MEMORANDllM TO: Mayor Samuel J . Feiner, Chairman Tourist Development Council FROM: Isabel C. DeSantis, Deputy Clerk.9.C. B. October 5, 1995 DATE: As you know, at the August 15, 1995 meeting, the Board authorized execution of an Agreement between Monroe County and Cellet Travel Services, Ltd., commencing October It 1995 and terminating September 30, 1998, in an amount not to exceed $22,000 per year, with a three year total not to exceed $66,000. Enclosed please find two duplicate originals of the Agreement, one for return to the "Finn"and the other for your records. Should you have any questions concerning the above, please do not hesitate to contact me. cc: County Attorney Connt)r Administrator Finance Director, clo Karin Goddard \/'File • ,RCEtVED SEP 2 01995 AGREEMENT CELLET TRAVEL SERVICES, LTD THIS AGREEMENT is entered into this /s-f4 day of Av,, aff , 1995, by and between the BOARD OF COUNTY COMMISSIONERS, Monroe County, Florida, hereinafter referred to as the COUNTY and CELLET TRAVEL SERVICES, LTD., 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 (TDC) has recommended this contract be entered into to promote and advertise Key West and the Florida Keys as a travel destination, and; WHEREAS, the 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 three (3) years commencing October 1, 1995 and terminating September 30, 1998 subject to Section 10 herein. 2. SERVICES: In consideration of the base monthly contractual amount, the FIRM shall provide the following services on behalf of the Florida Keys: - Maintain the Florida Keys Hotline n - Answer calls from Consumers wishing to visit the Florida Keys- in - Answer calls from Travel Agents, Tour Operators, and Incentive Houses - Arrange fulfillment of Florida Keys Literature with Packpost - Services Ltd. - o n - Maintain Florida Keys Slide Library and distribute same `T' -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 TDC on British Market Trends when requested - Advise on Advertising placement when requested. 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 British 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 "dedicated phone line budget" for applicable fiscal year as reflected in Exhibit A). The primary focus of the FIRM's sales staff shall be to maintain and increase coverage of Florida Keys. 1 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 Brook House, 47 High Street, Henley in Arden, Warwickshire, B95 5AA, England. The FIRM shall coordinate special projects as may be directed by the TDC from time to time throughout the term of this Agreement. Compensation to the FIRM for each special project shall be additional to the monthly amount of the base Agency Fee described in paragraph 4, and shall be determined by the TDC's Director of Sales and approved by the County Finance Office prior to authorization by TDC to FIRM to commence each special project. The maximum aggregate compensation which can be paid to FIRM for special projects in any fiscal year during the term of this Agreement shall be determined by County in its approval of the TDC's line item budget for the respective fiscal year. For fiscal year ending September 30, 1996, that amount shall be limited to $6,250.00 as prescribed in Exhibit A. The TDC Director of Sales shall provide to FIRM the specifications of each special project with authorization to proceed. 3. MONTHLY REPORTS The FIRM shall provide to TDC Administrative Office, 3406 N. Roosevelt Blvd., Key West, Florida, monthly reports and document 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 RAM receives from travel agents and tour operators showing their bookings to Florida Keys and Key West. Monthly reports to TDC 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 inquires with contact name, address and phone. - Trends /developments within the U.K. and Ireland markets including changes in air service, USTTA 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). 2 - Modification of this paragraph acceptable to TDC and reflected by the minutes of a regularly scheduled meeting of the TDC is the only modification of the Agreement not subject to the requirements of paragraph 14. 4. COMPENSATION: The FIRM's fee shall be twenty -two thousand dollars ($22,000.00) per year, that is sixty -six thousand dollars ($66,000.00) total for a three (3) year period as specified in Exhibit "A" attached hereto and incorporated herein by reference. Expenses which shall be reimbursed at cost are described in Exhibit A with the maximum reimbursement allowed for fiscal year ending September 30, 1996. The maximum reimbursement allowed for each of the remaining two years shall be determined by the annual budget process and shall be documented at those times by the TDC line item budget for such expenses, which budget documents, upon approval by County, shall become unilateral addendum's to this agreement and transmitted to FIRM. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the BOCC. 5. BILLINGS: The FIRM shall submit to the TDC Administrative Office monthly billings for $1,833.33 for staff and contract services and for all other charges incurred during the previous month 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 which fees and costs are described and limited in paragraph 4 and Exhibit A. Said payments shall be sent by mail by COUNTY directly to Cellet Travel Service, Ltd., Brook House, 47 High Street, Henley in Arden, Warwickshire, B95 5AA, England. 6. AGENCY OF RECORD: The FIRM shall act as the agency of record of the TDC for sales representation within the United Kingdom. 7. INDEMNIFICATION 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, demands or actions by any person or entity in anyway arising from the services provided. Such 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 non contributing with any insurance carried by the County. 3 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 TDC 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 TDC'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 TDC's behalf. All contractual commitments to contracted vendors require the TDC'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 TDC. Whenever approval is required from the TDC, said approval shall be in writing from the TDC Administrative Director or a designee, according to TDC 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. County shall pay FIRM only for such reimbursable authorized prior to termination. 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 option no later than August 31, 1998. 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 TDC. 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 TDC /COUNTY and FIRM. 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. 4 14. ENTIRE AGREEMENT; 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. 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: The COUNTY and TDC, shall not be responsible for 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 to 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 TDC and COUNTY, for whatever use and /or disposition the TDC and COUNTY may deem appropriate. Such property shall include: a) all plans, documents and recommendations; b) All manuscripts, copy, graphics, and videotapes. The TDC 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 For Firm Ms. Lynda Stuart Ms. Stella Clery - Ackland Monroe County TDC Cellet Travel Service, Ltd. 3406 N. Roosevelt Blvd. Brook House Suite 201 47 High Street Key West, FL 33040 Henley in Arden Warwickshire England, B95 5AA 5 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 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. 23. The FIRM agrees to furnish the TDC with copies of bids of subcontractors. 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 TDC 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) Board of County Commissioners Attest: Danny L. Kolhage, Clerk of Monroe County A BC. c. °A. �� cShAL 6.4 41. Deputy Clerk Mayor/ a airman (CORPORATE SEAL) Cellet Travel Service, Ltd. Attest: By By 41 dir7 Secretary President OR Witness Approved as t for and legal sufficiency: _1••" ANA., Date: zz S 6 EXHIBIT "A" FY '96 (October 1, 1995 through September 30, 1996) Activity Cost Total Agency Fee $22,000.00 per year $22,000.00 Additional Reimbursable Expenses as listed in Contract: Florida Keys & Key West dedicated phone line $ 1,000.00 for FY '96 Communications (tele- phone, fax, postage, etc.) $ 3,750.00 for FY '96 Special Projects and expenses related to such projects. $ 6,250.00 for FY '96 GRAND TOTAL PER YEAR $33,000.00 (FY'96) Note: FY '97 and FY '98 Cellet Travel Services, Ltd. budgets will be submitted for approval during TDC budgeting sessions to establish updated phone line, communications and special projects budgets. The annual fee and contract will remain intact as reflected for a period of three (3) fiscal years. 7 SWORN STATEMENT PURSUANT TO SECTION 287.133(3) (a), Ecaum_si Aimu ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICIAL AUTHORIZED TO ADMINISTER OATHS.. 1. This sworn statement is submitted to - by [print name of the public entity] [print individual's name and title] for [print name of entity submitting sworn statement] whose business address is and (if applicable) its Federal Employer Identification Number (FEIN) is (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: .) 2. 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 with any public entity or with an agency or political subdivision of any other state or of 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. 3. 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. 4. I understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida Statutes, 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 who has been convicted of a public entity dime.. The term "affiliate" includes those officers, directors, executives, partners, 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 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 case that one person controls another person. A person who knowingly enters 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. 5. I understand that a "person" as defined in Paragraph 287.133(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 entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, 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 statement. [indicate which statement 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 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 more of its officers, directors, executives, partners, 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 more of its officers, directors, executives, partners, 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 Final Order entered by the Hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. [attach a copy of the final order] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY 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 PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, FLORIDA STATUTES FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. r ',/, [signature] • Sworn to and subscribed before me this day of , 19 Personally known OR Produccd identification Notary Public - State of My commission expires (Type of identification) (Printed typed or stamped commissioned name of notary public) Form PUR 7068 (Rev. 06/11/92)