Item D5
(
CM
ounty of onroe
BOARD OF COUNTY COMMISSIONERS
Mayor George Neugent, District 2
Mayor Pro Tem David Rice, District 4
TheFloridaKeys
Danny L. Kolhage, District 1
Heather Carruthers, District 3
Sylvia J. Murphy, District 5
County Commission Meeting
February 15, 2017
Agenda Item Number: D.5
Agenda Item Summary #2602
BULK ITEM: DEPARTMENT:
Yes Tourist Development Council
TIME APPROXIMATE:STAFF CONTACT:
Ammie Machan (305) 296-1552
N/A
AGENDA ITEM WORDING:
Approval to advertise a Request for Proposal for a European Sales
Agency for Monroe County Tourist Development Council
ITEM BACKGROUND:
Our current agreement with Axis Travel Marketing, Ltd. To provide
European Sales Agency Services for Monroe County Tourist Development Council expires
September 30, 2017. The Deadline for receipt of proposals would be April 11, 2017. The TDC
would bring the final agreement back to the BOCC for approval on or before the September 20, 2017
BOCC Meeting.
Attached is a copy of the Request for Proposals.
The TDC approved same at their meeting of January 24, 2017
PREVIOUS RELEVANT BOCC ACTION:
CONTRACT/AGREEMENT CHANGES:
None
STAFF RECOMMENDATION:
Approval
DOCUMENTATION:
European Sales RFP
FINANCIAL IMPACT:
Effective Date:
Expiration Date:
Total Dollar Value of Contract:
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Total Cost to County: No Cost to County
Current Year Portion:
Budgeted:
Yes
Source of Funds: TDC
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: If yes, amount:
Grant:
County Match
:
Insurance Required:
Additional Details:
REVIEWED BY:
Maxine Pacini Completed 01/24/2017 3:02 PM
Christine Limbert Completed 01/24/2017 3:07 PM
Kathy Peters Completed 01/24/2017 3:46 PM
Board of County Commissioners Pending 02/15/2017 9:00 AM
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Our current Agreement with Axis Travel Marketing, Ltd. to provide European
Sales Agency Services for Monroe County Tourist Development Council (TDC)
covering United Kingdom; Ireland; Scandinavia; Italy; France; Germany; Austria;
Switzerland; Benelux; Holland and other European markets as outlined inthe
TDC’s annually approved marketing plan,for the Monroe County TDC and
County expires on September 30, 2017.
Following County procedures, we are required to advertise a Request for
Proposals (RFP) to provide an opportunity for all interested agencies to apply for
this Agreement.
Attached is a copy of the proposed Request for Proposal (RFP) that has been
reviewed and approved by our Assistant County Attorney Christine Limbert.I
have also attached a copy of the RFP schedule.
The TDC unanimously approved same at their meeting of January 24, 2017.
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th
, 2017
TDC RFP Approval Jan 24
BOCC approval to advertiseFebruary 15, 2017
Advertise February 27, 2017
Deadline (Confirmed)April 11, 2017
(E]W
Staff to review and make recommendation to TDC
TDC approval May 12, 2017
Agreementnegotiationsbetween staff
& agency to bring recommendation back
for approval by TDCJune 2017
TDC approval of AgreementJuly 18, 2017
BOCC approvalAugust/September 2017
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NOTICE OF REQUEST FOR COMPETITIVE SOLICITATIONS
NOTICE IS HEREBY GIVEN TO PROSPECTIVE RESPONDENTS no later than
that
3:00 P.M. on April 11, 2017,
the Monroe County Purchasing Office will receive sealed
responses for the following:
Request for Proposals (RFP) – European Sales Agency based in the United Kingdom for Monroe
County Tourist Development Council covering United Kingdom; Ireland; Scandinavia; Italy;
France; Germany; Austria; Switzerland; Benelux; and Holland.
Requirements for submission, the Competitive Solicitation Documents, and the selection criteria must be
downloaded from DemandStar by Onvia at www.demandstar.com or call toll-free at 1-800-711-1712.
The Public Record is available at the Monroe County Purchasing Office located at The Gato Building,
1100 Simonton Street, Room 2-213, Key West, Florida. All responses must be sealed and must be
submitted to the Monroe County Purchasing Office.
All respondents must use the current Competitive Solicitation Documents downloaded from the website
www.demandstar.com. Use of any other documents will result in your submission being rejected.
Publication Dates:
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MONROE COUNTY BOARD OF COUNTY
COMMISSIONERS
REQUEST FOR COMPETITIVE
SOLICITATION
European Sales Agency based in the United Kingdom for Monroe
County Tourist Development Council covering United Kingdom;
Ireland;Scandinavia; Italy; France; Germany; Austria;
Switzerland; Benelux, and Holland
MONROE COUNTY TDC
Ms. Rita Irwin, Chairperson
Mr. Peter Batty
Mr. James Bernardin
Commissioner Sylvia Murphy
Mayor Craig Cates
Mr. George Fernandez
Ms. Julie Fondriest
Mr. Michael Shipley
Ms. Gayle Tippett
Director
Harold Wheeler
All responses submitted to this solicitation should be addressed to and received no
later than3:00 P.M.,April 11, 2017at:
Monroe County Purchasing Office
1100 Simonton Street, Room 1-213
Key West, FL 33040
Attention:REQUEST FOR COMPETITIVE SOLICITATION:
European Sales
Agency based in the United Kingdom for Monroe County Tourist Development Council covering
United Kingdom; Ireland; Scandinavia; Italy; France; Germany; Austria; Switzerland; Benelux,
and Holland
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TABLE OF CONTENTS
Page
SECTION ONE
Instruction to Respondents4
SECTION TWO
General Terms and Conditions13
SECTION THREE
Terms and Conditions Specific to:
European Sales Agency based in the United Kingdom for Monroe County
Tourist Development Council covering United Kingdom; Ireland;Scandinavia;
Italy; France; Germany; Austria; Switzerland; Benelux; Holland15
SECTION FOUR
Draft Agreement17
SECTION FIVE
Insurance Requirements and
ResponseForms Required By Monroe County, Florida29
SECTION SIX
Request for Competitive SolicitationChecklist 35
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SECTION ONE
INSTRUCTION TO RESPONDENTS
Requirements for submission, the Competitive Solicitation Documents,and the selection criteria must be
downloadedfrom DemandStar by Onvia at www.demandstar.comor call toll-free at 1-800-711-1712.
All respondents must use the current CompetitiveSolicitation Documents downloaded from the
website www.demandstar.com.Use of any other document will result in your submission being
rejected.
1.01DESCRIPTION
The Respondentawarded anAgreementshall be based in the United Kingdom and provide
European
Sales Agency Services for Monroe County Tourist Development Council (TDC) covering United Kingdom;
and other European
Ireland; Scandinavia; Italy; France; Germany; Austria; Switzerland; Benelux; Holland
markets as outlined in the TDC’s annually approvedmarketing plan. (The Respondent shall sub-
contract with a German sales agency and other European Sales agencies as directed by the TDC
Section Three
Marketing Director) andas outlined within Specifications in of this Competitive
Solicitation.
1.02COPIES OF DOCUMENTS
A.Only complete sets of Competitive Solicitation Documents will be issued and shall be used in
preparing responses. The County does not assume any responsibility for errors or
misinterpretations resulting from the use of incomplete sets.
B.Complete sets of Documents may be obtained in the manner and at the location stated in the
Notice of Request for Competitive Solicitations.
1.03RESPONSE REQUIREMENTS
One (1) signed original, PLUS(1) flash drivewith complete copy of Response/Statement of
Qualificationas a .pdf, and three(3) complete paper copies of theResponse/Statement of
Qualificationmust be received.
1.04DISQUALIFICATION OF RESPONDENT
A.NON-COLLUSION AFFIDAVIT: Any person submitting a Response/Statement of
Qualificationin response to this invitation must execute the enclosed NON-COLLUSION
AFFIDAVIT. If it is discovered that collusion exists among the Respondents, the Proposal of
all participants in such collusion shall be rejected, and no participants in such collusion will be
considered in future Responsesfor the same work.
B.PUBLIC ENTITY CRIME: A person or affiliate who has been placed on the convicted vendor
list following a conviction for a public entity crime may not submit a Proposal on an
Agreementto provide any goods or services to a public entity, may not submit a Proposal on
anAgreementwith a public entity for the construction or repair of a public building or public
work, may not submit Proposalson leases or perform work as a contractor, supplier,
subcontractor or consultant under an Agreementwith any public entity, and may not transact
business with any public entity in excess of the threshold amount provided in Section 287.017,
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Florida Statutes, for Category Twofor a period of 36 months from the date of being placed on
the convicted vendor list.
C.DRUG-FREE WORKPLACE FORM: Any person submitting a Proposal in response to this
invitation must execute the enclosed DRUG-FREE WORKPLACE FORM and submit it with
the Proposal. Failure to complete this form in every detail and submit it with your Proposal
may result in immediate disqualification of your Proposal.
D.RESPONSESRECEIVED AFTER DEADLINE: Any Responsesubmitted after the Request
3:00 p.m. onApril 11, 2017
for Competitive Solicitationdeadline of will automatically be
disqualified.
1.05EXAMINATION OF REQUEST FOR COMPETITIVE SOLICITATION
DOCUMENTS
A.Each Respondentshall carefully examine the Request for Competitive Solicitationand other
Agreementdocuments, and inform himself/herselfthoroughly regarding any and all conditions
and requirements that may in any manner affect cost, progress or performance of the work to
be performed under the Agreement. Ignorance on the part of the Respondentwill in no way
relieve him/herof the obligations and responsibilities assumed under the Agreement.
B.Should a Respondentfind discrepancies or ambiguities in, or omissions from, the
specifications, or should he/shebe in doubt as to their meaning, he/sheshall at once notify the
County.
1.06INTERPRETATIONS, CLARIFICATIONSAND ADDENDA
No oral interpretations will be made to any Respondentas to the meaning of the Agreementdocuments.
Any inquiry or request for interpretation received in writing seven (7) or more days prior to the date
fixed for opening of responses will be given consideration.Written inquiries should be emailedto
Maxine Paciniat Officemgr@fla-keys.com.All such answerswill be made in writing in the form of an
addendum and, if issued, shall be posted to DemandStarand a notification will be furnished by
DemandStarto all know prospective Respondents listed as planholder prior to the Established Response
opening date. It shall be the Respondents sole responsibility thereafter to download the addendum.Each
Respondentshall acknowledge receipt of such addenda in the space provided in the response form
attached. In case any Respondentfails to acknowledge receipt of such addenda or addendum, his/her
response will nevertheless be construed as though it had been received and acknowledged and the
submission of his/herresponse will constitute acknowledgment of the receipt of same. All addenda are
a part of the Agreementdocuments and each Respondentwill be bound by such addenda, whether or not
received by him/her. It is the responsibility of each Respondentto verify that he/shehas received all
addenda issued before responses are opened.
Written portions of all Responsesbecome the property of the Monroe County TDC upon receipt and will
not be returned to Respondent. The Monroe County TDC shall have the right to use all ideas or
adaptations of the ideas contained in any Response/Statement of Qualificationsreceived in response to
this Request for Competitive Solicitation. Selection or rejection of the Responsewill not affect this
right.
All Proposals received will be reviewed by the Monroe County TDC Marketing Director and Director of
Sales (Staff).The Staffwill recommend an agency to the Monroe County Tourist Development Council
(TDC) at their meeting of May 12, 2017.Agreementnegotiations shall be entered into after TDC
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No contact
approval of agency, and the final Agreementwill be presented to TDC for approval.
regarding this Request for Competitive Solicitationwill be allowed between the applicantand
individual members of the TDC Board. The applicant shall not lobby, solicit or act to influence
the TDC BoardMembers in any way that may have an effecton the outcome of the competition,
discussion or negotiations leading to the award of an Agreement.
1.07GOVERNING LAWS AND REGULATIONS
The Respondentis required to be familiar with and shall be responsible for complying with all federal,
state and local laws, ordinances, rules and regulations that in any manner affect the work.
1.08PREPARATION OF RESPONSES
Signature of the Respondent: The Respondentmust sign the response forms in the space provided for the
signature. If the Respondentis an individual, the words “doing business as ____________”, or “Sole
Owner” must appear beneath such signature. In the case of a partnership, the signature of at least one of
the partners must follow the Agencyname and the words “Member of the Agency” should be written
beneath such signature. If the Respondentis a corporation, the title of the officer signing the
Response/Statement of Qualificationson behalf of the corporation must be stated along with the
Corporation Seal Stamp and evidence of his/herauthority to sign the Responsemust be submitted. The
Respondentshall state in the response the name and address of each person interested therein.
1.08.1SUBMISSION OFRESPONSES
Respondentsmust submit one (1) signed original, PLUSone(1) flash drive containing a
A.
complete copy of response/statement of qualificationsas a .pdf,plusthree(3) complete
paper copies of the Response.
No waivers shall be allowed for responses which have not been
3:00 p.m.
submitted to theCounty Purchasing Department by on the deadline date.
B.The response shall be submitted in one (1) sealed envelope/box, which shall be marked so as to
clearly indicate its contents and the name of the Respondent. If forwarded by mail, the above-
mentioned envelope shall be enclosed in another envelope addressedto the entity and address
stated in the Notice of Requestfor Competitive Solicitation, and preferably by special delivery,
registered mail; if forwarded otherwise than by mail, it shall be delivered to the same address.
Responses will be received until the date and hour stated in the Notice of Request for
Competitive Solicitations.
C.Each Respondentshall submit with their Responsethe required evidence of their qualifications
and experience.
D.Finalist shall be notified in writing after the TDC staffreview proposals and make a
No contact regarding this RFP will be allowed
recommendation to the TDC for approval.
between the applicantand TDC BoardMembers.
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1.09DETERMINATION OF SUCCESSFUL RESPONDENT
Selection of the highest ranked respondentshall be made to the responsible Respondentwhose response
is determined to be the most advantageous to the TDC and County, taking into consideration the
evaluation criteria set forth below:
Experience, Technical Skillsand Qualifications35points
Written Presentation35points
Financial Ability to Provide Services20 points
Service Capability to Monroe County10 points
Total points earned are on a scale of 1 –100points (1 = lowest 100= highest)
The TDC and County reserve the right to reject any and all responses and to waive technical errors and
irregularities as may be deemed best for the interests of the TDC and County. Responses that are
incomplete, unbalanced, conditional, obscureor that contain additions not requested or irregularities of
any kind, or that do not comply in every respect with the Instruction to Respondentand the Agreement
documents, may be rejected at the option of the TDC and County.
1.10CONTENT OF SUBMISSION
The responsesubmitted in response to this Request for Competitive Solicitation shall be typed on 8-1/2”
x 11” white paper;shall be clear and concise and provide the information requested herein. Statements
submitted without the required information will notbe considered. Responses shall be organized and
sections noted at top of page. Since oral presentations or demonstrations may not be solicited, the
Respondentshould not withhold any information from the written response. Each Respondentmust
submit adequate documentation to certify the Respondent’s compliance with the County's requirements.
Respondentshould focus specifically on the information requested. Additional information, unless
specifically relevant, may distract rather than add to the Respondent’s overall evaluation.
We advise that prior to completing the response, the Respondentshould review the Terms and
Conditions Specificto the European SalesAgency Competitive Solicitationoutlined in Section
Three toensure the capability to handle the Scope of Services required by the Monroe County
TDC.
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The Response/Statement of Qualificationsshould be set up as follows:
A. COVER PAGE
REQUEST FOR PROPOSALS -European Sales Agency based in the
A cover page that states “
United Kingdom for Monroe County Tourist Development Council covering United Kingdom;
Ireland; Scandinavia; Italy; France; Germany; Austria; Switzerland; Benelux, and Holland”
The cover page should contain name, address, telephone number of Respondent, and the name of the
Responder’s contact individual or corporate officer authorized to execute Agreements.
B.SECTIONS
Section 1.Narrative Self-Analysis
The Respondentshould provide a brief description of the Respondent’s agency, date of
establishment, ownership, organizational structure and mission statement. Information
regarding ownership must include a listof shareholdersholding 5% or more of stock, or, if the
entity is a partnership, a list of general partners; if the entity is a limited liability company,
provide a list of members. List all officers and directors of the entity; number of years the
business has been operatingas a European Salesagency, including number of years under
current name.
TheRespondentshould provide a summary of any industry awards or recognition given to the
agencypreferably for tourism promotion.
Section 2.References
Each Respondentshall provide references(minimum of three)for which the Respondenthas
provided the same or similar services. Each reference shall include, at a minimum:
Name and full address (including website address) of reference organization
Name of contact person for Agreement
Telephone number(s)and e-mail addresses
Date of initiation of Agreementwith reference
Brief summary comparing the referenced services to these proposed servicesfor
European Salesagencyservices
Section 3.Client Information
Respondentshall provide the following information:
Brief description of the agency’s statewide, national and international accounts.
List the largest private sector current accounts. Briefly describe the types of services
rendered for each account.
List and briefly describe sales accounts relative to the travel and tourism industry.
For any current governmental accounts, list and describe the services rendered.
Provide a statement to show the agency’s willingness, if awarded an Agreementand if
there should be a conflict between Monroe County and an existing account, to consider
terminating the existing account.
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Section4.Financial Statements, Accounting and Bookkeeping Procedures
Respondentshall submit a financial statement and company account for all revenues and
expenses related to the provision of services under this Agreementpursuant to generally
accepted accounting principles.Respondentshall provide the following:
A set of financial statements (Cash Flow, Income and Expenditure, Balance Sheet)for
the prior three years, preferably with an audit opinion, for eachof the two most recent
fiscal years.
A statement as to whether accounting for billing purposes is performed in-house or by a
contracted accountant.
A statement regarding the Respondent’s ability to respond to government purchase
orders; and
A statement outlining the procedures that will beused to issue invoices in the billing of
services for the TDC.
Credit references (minimum of three)
Section 5.Staff Information
Respondentshall include a list of the proposed staff positions, and describe each of their
qualifications and experience that will be dedicated to the account if awarded this
Agreement.
Section 6.Service Capability to Monroe County
Describe agency administrative facilities;
Provide agency website address for review
Provide copies of documentation showing authorization to do business in the State of
Florida or provide your application for authorization to do business in Florida.You must
be registered at www.sunbiz.orgor have applied for registration as noted above.
Provide statement acknowledging that the agency would agree not to represent any new
tourism/destination clients without the approval of the Monroe County Tourist
Development Council.
Section 7.Compensation
Agency Fee: The annual fee will be the administrative costs for all staff and Agreement
services by the provider.
Reimbursement Expenditures: The agency will be reimbursed for all actual expenses
incurred for trade show registrations; trade show exhibit expenses; coordination fee for
presentation for trade shows, exhibits, special projects; special promotions; travel and
entertainment; postage and carriage expenses; industry memberships; printing costs;
translations of text for materials; long distance telephone expenses, and other operating
expenses as outlined and approved each year within the TDC’s annually approved
marketing plan, and have been approved in advance by the TDC according to Monroe
County Procurement Policies.
Compensation will be discussed during Agreementnegotiations.
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Staff selection from Request for Proposal requirements in no way constitutes a commitment by the
Monroe County Tourist Development Council or the County until Agreementis agreed upon by both
parties.
Section 8. Written Presentation
The Agency is to provide a comprehensive outline of a Sales marketing program to promote
the Florida Keys as a primary tourism destination in Florida on behalf of the Monroe County
Tourist Development Council for European/International travelers in the United Kingdom;
Ireland; Scandinavia; Italy;France; Germany; Austria; Switzerland; Benelux; Holland.The
outline should include objectives, priorities, markets, strategies and methods. Give examples
of how each method could be implemented during program planning. Objectives should
include how the agency will promote the awareness and image of the five (5) separate
destinations of the Florida Keys: Key Largo, Islamorada, Marathon, Big Pine Key & the
Lower Keys, and Key West.
No contact regarding this presentation or competitive bid process will be allowed between the
bidder and individual members of the Selection Committee or TDC BoardMembers.
Section 9.Litigation
The Respondentmust provide answers to the following questions regarding claims and suits:
Hasthe person, principals, entityor any entity previously owned, operated or directed by
any of its officers, major shareholders or directors, ever failed to complete work or
provide the goods for which it has contracted? Yes or No. If yes, provide details;
Are there any judgments, claims, arbitration proceeding or suits pending or
outstanding against the person, principal of the entity, or entity, or any entity previously
owned, operated or directed by any of its officers, directors, or general partners?Yes or
No. If yes, provide details;
Has the person, principal of the entity, entity, or any entity previously owned, operated or
directed by any of its officers,major shareholders or directors, within the last five (5)
years, been a party to any lawsuit, arbitration, or mediation with regard to anAgreement
for servicessimilar to those requested in the specifications with private or public entities?
Yes or No.If yes, provide details;
Has the person, principal of the entity, or any entity previously owned, operated or
directed by any of its officers, owners, partners, major shareholders or directors, ever
initiated litigation against the County or been sued by the County in connection with an
Agreementto provide services, goods or construction services?Yes or No.If yes,
provide details;
Whether, within the last five (5) years, the owner, an officer, general partner, principal,
controlling shareholder or majorcreditor of the person or entity was an officer, director,
general partner, principal, controlling shareholder or major creditor of any other entity
that failed to perform services or furnish goods similar to those sought in the request for
competitive solicitation: Yes or No. If yes, provide details.
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Section 10.CountyForms
Respondentshall complete and execute the forms specified below and found at the designated
Section Five
pages in this Request for Competitive Solicitation, and shall include them in :
Pages
Response Form31
Non-Collusion Affidavit32
Ethics Clause33
Drug Free Workplace34
Copies of all current professional licenses and copies of business tax receipts shall be included
in this Section.
Section 11.Other Information
Provide any additional information which will present evaluators with insight about the
qualifications, fitness and abilities of Respondent.
Section 12.Request for ResponseChecklist
Please review and complete the Request for Response/Statement of QualificationsChecklist
Those applicants not
(page 35) included in this Request for Competitive Solicitation.
submitting all items requested will automatically be disqualified.
1.11MODIFICATION OF RESPONSES
Written modifications will be accepted from Respondentsafter the initial submission only if addressed
to the entity and address indicated in the Notice of Request for Competitive Solicitations and received
prior to response openingdue date and time. Modification must be submitted in a sealed envelope
clearly marked on the outside, with the Respondents name and “Modification to REQUEST FOR
-
COMPETITIVE SOLICITATION
Professional European SalesAgency Servicesfor Monroe County
”.
Tourist Development Council
1.12RESPONSIBILITY FOR RESPONSE
The Respondentis solely responsible for all costs of preparing and submitting the response, regardless
of whether an Agreementaward is made by the County.
1.13RECEIPT AND OPENING OF RESPONSES
Responses will be received until the designated time and will be publicly opened and read aloud at the
appointed time and place stated in the Notice of Request for Competitive Solicitations. Monroe
County’s representative authorized to open the responses will decide when the specified time has arrived
and no responses received thereafter will be considered. No responsibility will be attached to anyone for
the premature opening of a response not properly addressed and identified. Respondentor their
authorized agents are invited to be present.
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1.14DETERMINATION OF SUCCESSFUL RESPONDENT
The County reserves the right to reject any and all responses and to waive technical errors and
irregularities as may be deemed best for the interests of the County. Responses that are incomplete,
unbalanced, conditional, obscure or which contain additions not requested or irregularities of any kind,
or which do not comply in every respect with the instruction to Respondents and the Agreement
documents, may be rejectedat the option of the County.
1.15AWARD OF AGREEMENT
The County also reserves the right to reject the response of a Respondentwho has
previously failed to perform properly or to complete contracts of a similar nature on time,
or who after investigation of reference or other criteria, does not meet County standards.
The recommendations of the TDC will be presented to the Board of County
Commissioners of Monroe County(BOCC), Florida, for final approval of an Agreement.
The County reserves the right to waive any irregularity in any response, or to re-advertise
for all or part of the work contemplated.
1.16EXECUTION OF AGREEMENT
The Highest Ranked Respondent with whom an Agreementis negotiated shall be required to return to
the County one(1)signedoriginal Agreementtogether with the required certificates of insurance.
1.17INSURANCE
The Respondentshall defend, indemnify and hold harmless the County as outlined on the attached form
onpage 30.
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SECTION TWO
GENERAL TERMS AND CONDITIONS
2.01DEFINITIONS
Wherever used in these General Conditions or in the other Agreementdocuments the terms below have
the meanings indicated which are applicable to both the singular and plural thereof. The use of the
terms“he,” “him,” “himself” or “his” shall refer to male and female persons alike and should not be
construed as derogatory or discriminatory to female persons.
Request for Competitive Solicitation:Also means Request for Qualifications or
Abbreviation of
RFQ.
Request for Qualifications:
A solicitation of responses from vendors whereby vendors are invited to
submit a summary of their particular qualifications and to state their interest in performing a specific job
or services for the County. From such submissions, the TDC selection committee determines which of
such vendors shall be short-listedfor possible presentations to the TDC, and for the TDC to recommend
to the Board of County Commissioners (BOCC) approval of a final Agreement.
Addenda:
Written or graphic instruments issued prior to the Response opening which clarify, correct
.
or change the competitive solicitationdocuments or the Agreementdocuments
ResponseDocuments:
The advertisement or invitation calling for Competitive Solicitation,
instructions and forms contained in this Request for Competitive Solicitations (Response Form, Non-
Collusion Affidavit, Lobbying and Conflict of Interest Clause, Drug Free Workplace) and the proposed
Agreementdocuments (including all addenda issued prior to receipt of responses).
AgreementDocuments:
The competitive solicitationdocuments, Agreement, addenda (which pertain
to the Agreementdocuments), the Respondent’s proposal or response (including documentation
accompanying the response and any post-response documentation submitted prior to the selection of the
highest ranked respondent and final approval of the Agreement) when attached as an exhibit to the
Agreement,these General Conditions, together with all amendments, modifications and supplements.
Compensation:
Compensation will be negotiated upon selection of the highest ranked respondent.
Failure to reach a final Agreementwith the highest ranked respondent will result in negotiations with the
next highest ranked respondent until a final Agreementis reached.
AgreementTime:
The Agreementshall be in force and binding on the County and the Agencyfor a
period of three (3) years with an option for the Countyto extend for additional two (2) year period from
the effective date of the Agreement.
TDC:
Abbreviation for the Monroe County Tourist Development Council.
Agency:
Entity with whom the County enters into anAgreement.
Contractor:
The person, agencyor corporation with whom the County has entered into the Agreement.
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Effective Date of the Agreement:
The date indicated in the Agreementon which it becomes effective,
but if no such date is indicated it means the date on which the Agreementis signed and delivered by the
last of the two parties to sign and deliver.
Laws and Regulations; Laws or Regulations:
Federal, state and local laws, rules, regulations,
ordinances, codes and/or orders.
Notice of Award:
The written notice to the apparent highest ranked Respondentstating that upon
successful negotiations and compliance by the successful Respondentwith the conditions precedent
enumerated therein, within the time specified, the County will sign and deliver the Agreement.
County:
The Monroe County Boardof Commissioners with whom the Agencyhas entered into the
Agreementand for whom the work is to be provided.
Specifications:
Those portions of the Agreementdocuments consisting of written technical descriptions
of materials and services required under the Agreement.
Written Amendment:
A written amendment of the Agreementdocuments, signed by the County and
the Agency,on or after the effective date of the Agreement.
Failure to Execute Required Forms:
Failure to execute the required forms shall result in entity being
disqualified and the response will be rejected.
2.01RESPONDENT’S RESPONSIBILITIES
2.02.1Supervisionand Personnel
The Respondentshall supervise and direct the work competently and efficiently, devoting such attention
thereto and applying such skills and expertise as may be necessary to perform the work in accordance
with the Agreementdocuments.
2.02.2Parts, Materialsand Equipment
Unless otherwise specified in the Agreement, the Respondentshall furnish and assume full
responsibility for all services, materials, equipment, labor, transportation, machinery, tools and all other
incidentals necessary for the completion of the work.
2.02.3Taxes
The Respondentshall pay all sales, consumer, use and other similar taxes required to be paid by the
Respondentin accordance with the laws and regulations of the place of the project which are applicable
during the performance of the work. The County is not liable for sales or use taxes.
2.02.4Compliancewith Laws
The Respondentshall comply with all applicable laws and regulations of federal, state and local
governments.
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SECTION THREE
TERMS AND CONDITIONS SPECIFIC TO EUROPEAN SALESAGENCY
(United Kingdom; Ireland;Scandinavia; Italy;France; Germany; Austria; Switzerland;
Benelux; Holland)
The European Sales agency services shall include, but not be limited to, the following:
1.Provide services to develop a sales and marketing campaign for Florida Keys in the United
Kingdom, Ireland, Scandinavia, Italy, France; Germany; Austria; Switzerland; Benelux;
Hollandand other international markets as outlined in the TDC’s annually approved
marketing plan
2.Provide administrative offices, staff, promotional materials and promotional services in the
United Kingdom, Ireland, Scandinavia, Italy, France; Germany; Austria; Switzerland;
Benelux; Hollandand other international markets as outlined in the TDC’s annually
approvedmarketing plan.
3.Provide travel trade (tour operators, travel agencies, meeting planners) and consumer
marketing assistance, materials, and training to help develop travel to the Florida Keys.
4.Provide trade and consumer promotional fulfillment program.
5.Provide translation services for promotional materials and events as directed by the Director
of Sales.
6.Provide telephone information services assistance program.
7.Provide photo library to assist travel industry.
8.Provide promotional assistance to Airline Industry that support travel to Florida Keys.
9.Provide staff services to travel trade and consumer shows as outlined in the Sales and
Marketing Plan and as directed by the Director of Sales
10.Provide quarterly reports on consumer confidence, economic indicators, and business trends.
11.Provide monthly reports to the TDC.
12.Conduct a minimum of amonthly conference call with Director of Sales regarding sales
activities, opportunities, and updates on promotional events.
13.Provide Director of Sales with a show re-cap (trip report) after each promotional event to
weigh its effectiveness and recommend future participation.
14.Act as liaison with TDC Public Relations Agency in applicable markets.
15.Act as liaison with Visit Florida offices where applicable.
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16.Act as liaison with TDC Advertising and Web Provider agencies of record
17.Provide administrative services expenses such as telephone, fax, email, and web based
communication (Skype, Facetime, etc.),courier services, and copy machine.
18.Provide review and recommendations for web site within specific markets.
19.Provide review and recommendations for content on social networking sites within specific
markets.
20.Provide representation and act as liaison with various visit USA Committees.
21.Act as liaison with our fulfillment houses with regard to promotional material inventory
22.Provide bi-annual review and update to Travel Agent Educational Portals where applicable.
23.Provide annual Tour Operator Inventory Report with year on year comparison
24.Provide annual report on the marketing goals set within the previous fiscal year. Report
would list goals, action taken, how they were achieved and reasons why certain goals may
not have beencompleted.
25.Provide the establishment and management of Agreements with a sub-agency in Germany for
European/International markets and programs, and other European agencies as directed by
the TDC Marketing Director (All sub-agencies to be pre-approvedby the TDC Marketing
Director)
A draft Agreementhas been furnished in Section Four to help outline the possible services of a
full-service agency of record to Monroe County. The Scope of Services may change before
negotiating the final Agreementbetween the parties.
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SECTION FOUR
DRAFT AGREEMENT
THIS AGREEMENT(“Agreement”) is entered into this day of , 2017, by and between
Insert name of
Monroe County, a political subdivision of the state of Florida, (“County”) and (
Organization)a corporation organized and operating under the laws of the (Insert Country)
,
(hereinafter called the Contractor).
WITNESSETH:
WHEREAS, Contractor is based in the United Kingdomand is qualified to provide European
Travel Services in the United Kingdom; Ireland; Scandinavia; Italy; France; Germany; Austria;
Switzerland; Benelux and Hollandwhich promote tourism; and
WHEREAS, the Monroe County Tourist Development Council (TDC) is an advisory body to
County and has recommended to County that Contractor be awarded an Agreementfor European
travel agency services in the United Kingdom; Ireland; Scandinavia; Italy; France;Germany;
Austria; Switzerland; Benelux; Holland and
WHEREAS, County desires to enter into this Agreementfor European travel services with
the Contractor;
NOW, THEREFORE, the parties agree as follows:
1.Term:The term of this Agreementis for a period of three (3) years beginning October 1,
2017 and expiring on September 30, 2020. Following the third year, the County and the
“Contractor” shall have the option of renewing this Agreementfor two (2) years under the
same conditions subject to negotiation of monetary terms. Monroe County’s performance
and obligation to pay under this Agreementis contingent upon an annual appropriation by the
BOCC.
2.Scope of Services:In consideration of the base monthly contractual amount, Contractor
shall provide the following services to promote the Florida Keys as a primary destination in
Florida on behalf of Monroe County for travelers from the United Kingdom; Ireland;
Scandinavia; Italy; France; Germany; Austria; Switzerland; Benelux; Holland and other
European markets as outlined in theTDC’sannually approvedmarketing plan.
Provide services to develop a sales and marketing campaign for the Florida Keys in the
United Kingdom, Ireland, Scandinavia, Italy, France, Germany, Austria, Switzerland,
Benelux, Holland, and other international markets as outlined in the annual marketing
plan.
Provide administrative offices, staff, promotional materials and promotional services in
the United Kingdom, Ireland, Scandinavia, Italy, France, Germany, Austria, Switzerland,
Benelux, Holland, and other international markets as outlined in the annual marketing
plan.
Provide travel trade (tour operators, travel agencies, meeting planners) and consumer
marketing assistance, materials, and training to help develop travel to the Florida Keys.
Provide trade and consumer promotional fulfillment program.
Provide telephone and e-mail information services assistance program.
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Provide photo library to assist travel industry.
Provide promotional assistance to Airline Industry that support travel to the Florida Keys.
Provide staff services to travel trade, MICE market and consumer shows as outlined in
the Sales and Marketing Plan and as directed by the Director of Sales.
Provide recommended advice to TDC staff on markets, trends, issues and economic
forecasts.
Provide quarterly reports on consumer confidence, economic indicators, and business
trends.
Provide monthly reports to the TDC.
Provide translation services for promotional materials and events as directed by the
Director of Sales.
Conduct a minimum of amonthly conference calls with Director of Sales regarding sales
activities, opportunities, and updates on promotional events.
Provide Director of Sales with a show re-cap (trip report) after each promotional event to
weigh its effectiveness and recommend future participation.
Act as liaison with TDC Public Relations Agency in applicable markets.
Act as liaison with Visit Florida offices where applicable.
Act as liaison with TDC Advertising and Web Provider agencies of record.
Provide administrative services expenses such as telephone, fax, email, and web based
communication (Skype, FaceTime, etc.), courier services, and copy machine.
Provide reviewand recommendations for website within specific markets.
Provide review and recommendations for content on social networking sites within
specific markets.
Provide representation and act as liaison with various Visit USA Committees.
Act as liaison with our fulfillment houses with regard to promotional material inventory.
Provide bi-annual review and update to Travel Agent Educational Portals where
applicable.
Provide annual Tour Operator Inventory Report with year-on-year comparison.
Provide annual reporton the marketing goals set within the previous fiscal year. Report
would list goals, action taken, how they were achieved and reasons why certain goals
may not have been completed.
Provide the establishment and management of Agreements with a sub-agency in
Germany for European/International markets and programs, and other European agencies
as directed by the TDC Marketing Director (All sub-agencies to be pre-approved by the
TDC Marketing Director).
3.Monthly Reports:Contractor shall provide to TDC Administrative Office, 1201 White
Street, Suite 102, Key West, Florida, monthly reports and document the results of services
each month of the year. Reports shall include all of the following:
Sales reports on attended trade shows
Number of sales calls carried out
Number of enquiries received
Number of fulfillment packs issued
New Product Development reports
Market Trends and news from Travel Trade where applicable
Financial Trends and News from European Travel Trade
Future calendar of promotional events
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Feedback from tour operators regarding booking trends
Monthly invoices
$______
4.Compensation: Contractor shall be compensated in an amount of (_______
Dollars) per year, excluding any reimbursable expenses to perform the Scope of Services.
The Contractor shall submit to the TDC Administrative Office monthly billings for
$________
(________________ Dollars), for staff and contracted services in arrears.
Payments and reimbursable costs to agency shall be sent by County via wire directly to
(insert name of organization/corporation and address).
Reimbursable costs to sub-
(insert name of
agency if applicable shall be sent by County via wire directly to
organization/corporation if this is applicable)
.
Reimbursable expenses to perform the Scope of Services must be supported by necessary
documentation and are as follows:
Trade Show registrations
Trade Show Exhibit expenses
Coordination fee for presentation for trade shows, exhibits, special projects, sales calls
and other promotional activities as outlined by the marketing plan and/or directed by the
Director of Sales
Special Promotions/affinity marketing
Travel and Entertainment
Postage, Courier and Carriage expenses
Promotional Materials
Industry Memberships
Printing costs
Translations of text for materials
Long distance telephone/fax expenses
Courier expenses
Other operating expenses as outlined and approved each year within the annual
Marketing Plan
Payment of compensation and reimbursable expenses is subject to availability of Tourist
Development Tax Funds. Monroe County’s performance and obligation to pay under this
Agreementis contingent upon an annual appropriation by the County.
:The Contractor hereby agrees to carefully examine the
5.Contractor’s Acceptance of Conditions
Scope of Services and assumes full responsibility therefore. Under no circumstances, conditions or
situations shall this Agreementbe more strongly construed against the County than against the
Contractor.
a)Any ambiguity or uncertainty in the Scope of Services shall be interpreted and construed by the
County, and the County’s decision shall be final and binding upon all parties.
b)The passing, approval and/or acceptance by the County of any of the services furnished by the
Contractor shall not operate as a waiver by the County of strict compliance with the terms of this
Agreement. Failure on the part of the Contractor, immediately after Notice to Correct a default,
shall entitle the County, if it sees fit, to correct the same and recover the reasonable cost of such
replacement and/or repair from the Contractor, who in any event shall be jointly and severely
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liable to the County for all damage, loss and expense caused to the County by reason of the
Contractor’s breach of this Agreementand/or his/herfailure to comply strictly and in all things
with this Agreementand with the specifications.
c)The Contractor agrees that the TDC may designate representatives to visit the Contractor’s
facility(ies) periodically to conduct random open file evaluations during the Contractor’s normal
business hours.
d)The Contractor warrants that it has, and shall maintain throughout the term of this Agreement,
appropriate licenses and permits required to conduct its business, and that it will at all times
conduct its business activities in a reputable manner. Proof of such licenses and permits shall be
submitted to the County upon request.
6.Exclusive Representation:Contractor agrees that it will not represent any private resort or
attraction or other destination within Monroe County or other county or city destinations within the
State of Florida without approval from the TDC and County.
7.Contractor’s Financial Records: Contractor shall maintain all books, records and documents
directly pertinent to performance under this Agreementin accordance with generally accepted
accounting principles consistently applied. Each party to this Agreementor their authorized
representatives shall have reasonable and timely access to such records of each other party to this
Agreementfor public records purposes during the term of the Agreementand for four years following
the termination of this Agreement. If an auditor employed by the County or Clerk determines that
monies paid to the Contractor pursuant to this Agreementwere spent for purposes not authorized by this
Agreement, the contractor shall repay the monies together with interest calculated pursuant to Sec.
55.03, Florida Statute, running from the date the monies were paid to Contractor.
8.Public Records Compliance:Contractor must comply with Florida public records laws,
including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution
of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all
documents, records, papers, letters or other “public record” materials in its possession or under its
control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County
and Contractor in conjunction with this Agreementand related to Agreementperformance. The County
shall have the right to unilaterally cancel this Agreementupon violation of this provision by the
Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material
breach of this Agreementand the County may enforce the terms of this provision in the form of a court
proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney’s fees and costs
associated with that proceeding. This provision shall survive any termination or expiration of the
Agreement.
The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to
comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this Agreement, the Contractor is required to:
(1)Keep and maintain public records that would be required by the County to perform the service.
(2)Upon receipt from the County’s custodian of records, provide the County with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a cost that
does not exceed the cost provided in this chapter or as otherwise provided by law.
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(3)Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the Agreement
term and following completion of the Agreementif the contractor does not transfer the records to the
County.
(4)Upon completion of the Agreement, transfer, at no cost, to the County all public records in
possession of the Contractor or keep and maintain public records that would be required by the County
to perform the service. Ifthe Contractor transfers all public records to the County upon completion of
the Agreement, the Contractor shall destroy any duplicate public records that are exempt or confidential
and exempt from public records disclosure requirements. If the Contractorkeeps and maintains public
records upon completion of the Agreement, the Contractor shall meet all applicable requirements for
retaining public records. All records stored electronically must be provided to the County, upon request
from the County’s custodian of records, in a format that is compatible with the information technology
systems of the County.
(5) A request to inspect or copy public records relating to a County Agreementmust be made directly
to the County, but if the County does not possessthe requested records, the County shall immediately
notify the Contractor of the request, and the Contractor must provide the records to the County or allow
the records to be inspected or copied within a reasonable time.
If the Contractor does not complywith the County’s request for records, the County shall enforce the
public records Agreementprovisions in accordance with the Agreement, notwithstanding the County’s
option and right to unilaterally cancel this Agreementupon violation of this provision by the Contractor.
A Contractor who fails to provide the public records to the County or pursuant to a valid public records
request within a reasonable time may be subject to penalties under section119.10, Florida Statutes.
The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public
records unless or otherwise provided in this provision or as otherwise provided by law.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR’S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470 BRADLEY-
BRIAN@MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY’S OFFICE 1111
TH
12Street, SUITE 408, KEY WEST, FL 33040.
9.Hold Harmless: The Contractor covenants and agrees to indemnify and hold harmless the
County and the TDC 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 services
provided by the Contractor or any of its subcontractors in any tier, occasioned by the negligence, errors
or other wrongful act of omission of the Contractor or its subcontractors in any tier, their employees or
agents.
10.Independent Contractor: At all times and for all purposes under this Agreementthe Contractor
is an Independent Contractor and not an employee of the County. No statement contained in this
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Agreementshall be construed so as to find the Contractor or any of his/heremployees, contractors,
servants or agents to be employees of the County.
11.Nondiscrimination: The parties agree that there will be no discrimination against any person,
and it is expressly understood that upon a determination by a court of competent jurisdiction that
discrimination has occurred, this Agreementautomatically terminates without any furtheraction on the
part of any party, effective the date of the court order. The parties agree to comply with all Federal and
Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but
are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352), which prohibit
discrimination in employment on the basis of race, color, religion, sex and national origin; 2) Title IX of
the Education Amendment of 1972, as amended (20 USC §§1681-1683, and 1685-1686), which
prohibits discrimination on the basis of sex; 3)Section 504 of the Rehabilitation Act of 1973, as
amended (20 USC §794), which prohibits discrimination on the basis of handicaps; 4) The Age
Discrimination Act of 1975, as amended (42 USC §§6101-6107), which prohibits discrimination on the
basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to
nondiscrimination on the basis of drug abuse; 6)The Comprehensive Alcohol Abuse and Alcoholism
Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of
1912, §§523 and 527 (42 USC §§690dd-3 and 290ee-3), as amended, relating to confidentiality of
alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC §§3601 et
seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The
Americans with Disabilities Act of 1990 (42 USC §§1201), as amended from time to time, relating to
nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 13,
Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin,
ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other
nondiscrimination provisions in any Federal or State statutes which may apply to the parties to, or the
subject matter of this Agreement.
12.Assignment/Sub-Agreement: The Contractor shall not assign or sub Agreementits obligations
under this Agreement, except in writing and with the prior written approval of the County and
Contractor, which approval shall be subject to such conditions and provisions as the County may deem
necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and
any assignee or subcontractor shall comply with all of the provisions of this Agreement.
13.Compliance with Law: In providing all services/goods pursuant to this Agreement, the
Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the
provisions of, such services, including those now in effect and hereinafter adopted. Any violation of
said statutes, ordinances, rules and regulations shall constitute a material breach of this Agreementand
shall entitle the County to terminate this Agreementimmediately upon delivery of written notice of
termination to the Contractor. The Contractor shall possess proper licenses to perform work in
accordance with these specifications throughout the term of this Agreement.
14.Disclosure and Conflict of Interest: The Contractor represents that it, its directors, principles
and employees, presently have no interest and shall acquire no interest, either direct or indirect, which
would conflict in any manner with the performance of services required by this Agreement, as provided
in Sect. 112.311, et seq., Florida Statutes. County agrees that officers and employees of the County
recognize and will be required to comply with the standards of conduct for public officers and
employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation
or acceptance of gifts; doing business with one’s agency; unauthorized compensation; misuse of public
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position, conflicting employment or contractual relationship; and disclosure or use of certain
information.
Upon execution of this Agreement, and thereafter as changes may require, the Contractor shall notify
the County of any financial interest it may have in any and all programs in Monroe County which the
Contractor sponsors, endorses, recommends, supervises or requires for counseling, assistance,
evaluation or treatment. This provision shall apply whether or not such program is required by statute,
as a condition of probation, or is provided on a voluntary basis.
The County and Contractor warrant that, in respect to itself, it has neither employed nor retained any
company or person, other than a bona fide employee working solely for it, to solicit or secure this
Agreementand that it has not paid or agreed to pay any person, company, corporation, individual or
Contractor, other than a bona fide employee working solely for it, any fee, commission, percentage, gift
or other consideration contingent upon or resulting from the award or making of this Agreement. For
the breach or violation of the provision, the Contractor agrees that the County shall have the right to
terminate this Agreementwithout liability and, at its discretion, to offset from monies owed, or
otherwise recover the full amount of such fee, commission, percentage, gift or consideration.
15.Arrears: The Contractor shall not pledge the County’s credit or make it a guarantor of payment
or surety for any Agreement, debt, obligation, judgment, lien or any form of indebtedness. The
Contractor further warrants and represents that it has no obligation or indebtedness that would impair its
ability to fulfill the terms of this Agreement.
16.Notice Requirement: Any notice required or permitted under this Agreementshall be in writing
and hand delivered or mailed, postage prepaid, to the other party by certified mail, return receipt
requested, to the following:
FOR TDC:Maxine Pacini
Monroe County TDC
1201 White Street #102
Key West, FL 33040
FOR COUNTY:Christine Limbert-Barrows,
Assistant County Attorney
PO Box 1026
Key West, FL 33041-1026
FOR CONTRACTOR:(Insert)
17.Taxes: The County is exempt from payment of Florida State Sales and Use taxes. The
Contractor shall not be exempted by virtue of the County’s exemption from paying sales tax to its
suppliers for materials used to fulfill its obligations under this Agreement, nor is the Contractor
authorized to use the County’s Tax Exemption Number in securing such materials. The Contractor shall
be responsible for any and all taxes, or payments of withholding, related to services rendered under this
Agreement.
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18.Termination:
a)The County may terminate this Agreementfor cause with seven (7) days’ notice to the
Contractor. Cause shall constitute a breach of the obligations of the Contractor to perform the
services enumerated as the Contractor’s obligations under this Agreement.
b)Either of the parties hereto may terminate this Agreementwithout cause by giving the other
party ninety (90) days written notice of its intention to do so.
19.Governing Law, Venue, Interpretation, Costs and Fees:
a)This Agreementshall be governed by and construed in accordance with thelaws of the State of
Florida applicable to Agreements made and to be performed entirely in the State.
b)In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, the County andContractor agree that venue
will lie in the appropriate court or before the appropriate administrative body in Monroe County,
Florida.
c)The County and Contractor agree that, in the event of conflicting interpretations of the terms or a
term of this Agreementby or between any of them, the issue shall be submitted to mediation
prior to the institution of any other administrative or legal proceeding.
d)Severability. If any term, covenant, condition or provision of this Agreement(or the application
thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent
by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions
of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition
and provision of this Agreementshall be valid and shall be enforceable to the fullest extent
permitted by law unless the enforcement of the remaining terms, covenants, conditions and
provisions of this Agreementwould prevent the accomplishment of the original intent of this
Agreement. The County and Contractor agree to reform the Agreementto replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision.
e)Attorney’s Fees and Costs. The County and Contractor agree that in the event any cause of
action or administrative proceeding is initiated or defended by any party relative to the
enforcement or interpretation of this Agreement, the prevailing party shallbe entitled to
reasonable attorney’s fees, court costs, investigative and out-of-pocket expenses, as an award
against the non-prevailing party, and shall include attorney’s fees, courts costs, investigative and
out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted
pursuant to this Agreementshall be in accordance with the Florida Rules of Civil Procedure and
usual and customary procedures required by the circuit court of Monroe County.
f)Adjudication of Disputes or Disagreements. County and Contractor agree that all disputes and
disagreements shall be attempted to be resolved by Meet and Confer Sessions between
representatives of each of the parties. If the issue or issues are still not resolved to the
satisfactionof the parties, then any party shall have the right to seek such relief or remedy as
may be provided by this Agreementor by Florida law.
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g)Cooperation. In the event any administrative or legal proceeding is instituted against either party
relating to theformation, execution, performance or breach of this Agreement, County and
Contractor agree to participate, to the extent required by the other party, in all proceedings,
hearings, processes, meetings and other activities related to the substance of this Agreementor
provision of the services under this Agreement. County and Contractor specifically agree that
no party to this Agreementshall be required to enter into any arbitration proceedings related to
this Agreement.
20.Binding Effect: The terms, covenants, conditions and provisions of this Agreementshall bind
and inure to the benefit of the County and Contractor and their respective legal representatives,
successors and assigns.
21.Authority: Each party represents and warrants to the other that the execution, delivery and
performance of this Agreementhave been duly authorized by all necessary County and corporate action,
as required by law.
22.Claims for Federal or State Aid: Contractor and County agree that each shall be, and is,
empowered to apply for, seek and obtain Federal and State funds to further the purpose of this
Agreement; provided that all applications, requests, grant proposals and funding solicitations are notfor
funding already provided under this Agreement.
23.Privileges and Immunities: All of the privileges and immunities from liability, exemptions from
laws, ordinances and rules, and pensions and relief, disability, workers’ compensation and other benefits
which apply to the activity of officers, agents or employees of any public agents or employees of the
County, when performing their respective functions under this Agreementwithin the territorial limits of
the County shall apply to the same degree andextent to the performance of such functions and duties of
such officers, agents, volunteers or employees outside the territorial limits of the County.
24.Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory Duties.
This Agreementis not intended to, nor shall it be construed as, relieving any participating entity from
any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely
performance thereof by any participating entity, in which case the performance may be offered in
satisfaction of the obligation or responsibility. Further, this Agreementis not intended to, nor shall it be
construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to
the extent permitted by the Florida constitution, state statute and case law.
25.Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms, or
any of them, of this Agreementto enforce or attempt to enforce any third-party claim or entitlement to
or benefit of any service or program contemplated hereunder, and the County and the Contractor agree
that neither the County nor the Contractor or any agent,officer or employee of either shall have the
authority to inform, counsel or otherwise indicate that any particular individual or group of individuals,
entity or entities, have entitlements or benefits under this Agreementseparate and apart, inferior to,or
superior to the community in general or for the purposes contemplated in this Agreement.
26.Attestations: Contractor agrees to execute such documents as the County may reasonably
require, to include a Public Entity Crime Statement, an Ethics Statement and a Drug-Free Workplace
Statement.
27.No Personal Liability: No covenant or Agreementcontained herein shall be deemed to be a
covenant or Agreementof any member, officer, agent or employee of Monroe County in his or her
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individual capacity, and no member, officer, agent or employee of Monroe County shall be liable
personally on this Agreementor be subject to any personal liability or accountability by reason of the
execution of this Agreement.
28.Insurance:Contractor shall maintain the following required insurance throughout the entire term
of this Agreementand 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 Contractor to maintain the required insurance
shall not extend any deadlines specified in this Agreementand any penalties and failure to perform
assessments shall be imposed as if the work had not been suspended, except for Contractor’s failure to
maintain the required insurance.
Contractor shall provide, to the County, as satisfactory evidence of the required insurance, either:
Certificate of Insurance
or
A Certified copy of the actual insurancepolicy
The County, at its sole option, has the right to request a certified copy of any or all insurance policies
required by this Agreement.
All Insurance policies must specify that they are not subject to cancellation, non-renewal, material
change, orreduction in coverage unless a minimum of thirty (30) days prior notification is given to the
County by the insurer.
The acceptance and/or approval of the Contractor’s insurance shall not be construed as relieving the
Contractor from any liability or obligation assumed under this Agreementor imposed by law.
The Monroe County Board of County Commissioners, its employees, TDC Board of Directors and
officials will be included as “Additional Insured” on all policies, except for Workers’ Compensation.
Any deviations from these General Insurance Requirements must be requested in writing on the County
prepared from entitled “Request for Waiver of Insurance Requirements” and approved by Monroe
County Risk Management.
a)Prior to the commencement of work governed by this Agreementthe Contractor shall obtain
Workers’ Compensation Insurance with limits sufficient to respond to Florida Statute 440.
In addition, the Contractor shall obtain Employers’ Liability Insurance with limits of not less than:
$100,000BodilyInjury by Accident
$500,000Bodily Injury by Disease
$100,000Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the 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.
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b)Prior to the commencement of work governed by this Agreement, the Contractor 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:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per Person
$1,000,000 per Occurrence
$ 100,000 Property Damage
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 shouldextend 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 on all
policies issued to satisfy the above requirements.
c)Recognizing thatthe work governed by this Agreementrequires the use of vehicles, the
Contractor, prior to the commencement of work, shall obtain Vehicle Liability Insurance.
Coverage shall be maintain throughout the life of the Agreementand include, as a minimum,
liability coverage for:
*Owned, Non-Owned, and Hired Vehicles
The Minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per Person
$1,000,000 per Occurrence
$ 100,000 Property Damage
d)Recognizing that the work governed by this Agreementinvolves the furnishing of advice or
services of a professional nature, the Contractor shall purchase and maintain, throughout the life
of the Agreement, Professional Liability Insurance which will respond to damages resulting from
any claim arising out of the performance of professional services or any error or omission of the
Contractor arising out of work governed by this Agreement. The minimum limits of liability
shallbe: $250,000 per Occurrence/$500,000 Aggregate.
29.Force Majeure:The Contractorshall 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
other actsof God, Contractorhas exercised reasonable care in the prevention or mitigation of damages
and delay, any such delay or failure shall not constitute a breach of the Agreement.Upon demand of
TDC or County, the Contractormust furnish evidence of the causes of such delay or failure.
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30.Execution in Counterparts: This Agreementmay be executed in any number of counterparts,
each of which shall be regarded as an original, all of which taken together shall constitute one and the
same instrument and any of the parties hereto may execute this Agreementby signing any such
counterpart.
31.Section Headings: Section headings have been inserted in this Agreementas a matter of
convenience of reference only, and it is agreed that such section headings are not a part of this
Agreementand will not be used in the interpretation of any provision of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreementto be executed the day and
year first above written.
(SEAL)Board of County Commissioners
Attest: Amy Heavilin, Clerkof Monroe County
Deputy ClerkMayor/Chairman
……………………………………………………………………………………………………
(To be filled out by Contractor)
(Insert Organization Name)
By
President
______________________________________________
Print NameDate
AND TWO WITNESSES
(1)_________________________(2)_________________________
(1)_________________________(2)_________________________
Print NamePrint Name
Date:Date:
___________________________________________
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SECTION FIVE
INSURANCE REQUIREMENTS AND
RESPONSE FORMS REQUIRED BY MONROE COUNTY, FLORIDA
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RISK MANAGEMENT
POLICY AND PROCEDURES
AGREEMENTADMINISTRATION MANUAL
Indemnification and Hold Harmless
for
Other Contractors and Subcontractors
The Agencycovenants and agrees to indemnify and hold harmless Monroe County Board of County
Commissioners from any and all claims for bodily injury (including death), personal injuryand 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 services provided by
the Agencyor any of its Subcontractor(s) in any tier, occasioned by the negligence, errorsor other
wrongful act of omission of the Agencyor its Subcontractors in any tier, their employeesor agents.
In the event the completion of the project (to include the work of others) is delayed or suspended as a
result of theAgency’sfailure to purchase or maintain the required insurance, the Agencyshall
indemnify the County from any and all increased expenses resulting from such delay.
The first ten dollars ($10.00) of remuneration paid to the Agencyis for the indemnification provided for
above.
The extent of liability is in no way limited to, reducedor lessened by the insurance requirements
contained elsewhere within this Agreement.
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RESPONSE FORM
RESPONSE TO: MONROE COUNTY BOARDOF COUNTY COMMISSIONERS
c/o PURCHASING DEPARTMENT
GATO BUILDING, ROOM 1-213
1100 SIMONTON STREET
KEY WEST, FLORIDA 33040
I acknowledge receipt of Addenda No. (s)
I have included:
Proposal _____Ethics Clause ____
Non-Collusion Affidavit ____ Drug Free Workplace Form ____
In addition, I have included a current copy of the following professional licenses and business tax
receipts:
________________________________________________________________________________
(Check mark items above, as areminder that they are included.)
Mailing Address:Telephone: ___________________
Fax: _________________________
Date: ________________________
Signed: Witness:
(Seal)
(Name)
(Title)
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NON-COLLUSION AFFIDAVIT
I, ________________________________ of the city of ___________________________ according to
law on my oath, and under penalty of perjury, depose and say that:
I am of the Agency
ofthe Proposer/Respondentmaking the Proposal
for the project described in the Notice of Request for Competitive Solicitations for:
and that I executed the said Proposal with full
authority to do so;and
1.The prices in this Proposal have been arrived at independently without collusion, consultation,
communication or Agreementfor the purpose of restricting competition, as to any matter relating to
such prices with any other Proposer/Respondentor with any competitor;
2.Unless otherwise required by law, the prices which have been quoted in this Proposal have not been
knowingly disclosed by the Proposer/Respondentand will not knowingly be disclosed by the
Proposer/Respondentprior to Proposal opening, directly or indirectly, to any other
Proposer/Respondentor to any competitor;
3.No attempt has been made or will be made by the Proposer/Respondentto induce any other person,
partnership or corporation to submit, or not to submit, a Proposal for the purpose of restricting
competition; and
4.The statements contained in this affidavit are true and correct, and made with full knowledge that
Monroe County relies upon the truth of the statements contained in this affidavit in awarding
Agreementsfor said project.
(Signature of Proposer/Respondent)(Date)
STATE OF:
COUNTY OF:
PERSONALLY APPEARED BEFORE ME, the undersigned authority, ____________
who, after first being sworn by me, (name of individual signing)
____
affixed his/her signature in the space provided above on this _____ day of 20.
NOTARY PUBLIC
My Commission Expires: __________________________
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ETHICS CLAUSE
SWORN STATEMENT UNDER ORDINANCE NO. 10-1990
MONROE COUNTY,FLORIDA
______________________________________ warrants that he/it has not employed, retained or
otherwise had act on his/hers/its behalf any former County officer or employee in violation of Section 2
of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No.
10-1990. For breach or violation of this provision the County may, in its discretion, terminate this
Agreementwithout liability and may also, in its discretion, deduct from the Agreementor purchase
price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration
paid to the former County officer or employee.
_______________________________________
(Signature)
_______________________________________
(Date)
STATE OF __________________________________
COUNTY OF ________________________________
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
________________________who, after first being sworn by me, affixed his/her signature (name of
___
individual signing) in the space provided above on this _____ day of __________________, 20.
_______________________________________
NOTARY PUBLIC
My commission expires:__________________________
OMB -MCP FORM #4
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DRUG-FREE WORKPLACE FORM
The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that:
_________________________________________________________________________________
(Name of Business)
1.Publishesa statement notifying employees that the unlawful manufacture, distribution, dispensing,
possession, or use of a controlled substance is prohibited in the workplace and specifying the actions
that will be taken against employees for violations of such prohibition.
2. Informsemployees about the dangers of drug abuse in the workplace, the business’s policy of
maintaining a drug-free workplace, any available drug counseling, rehabilitationand employee
assistance programs, and the penalties that may be imposed upon employees for drug abuse violations.
3. Giveseach employee engaged in providing the commodities or contractual services that are under
Proposal a copy of the statement specified in Subsection 1.04.
4. In the statement specified in Subsection 1, notifiesthe employees that, as a condition of working on
the commodities or contractual services that are under Proposal, the employee will abide by the terms of
the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to,
any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or
any state, for a violation occurring in the workplace no later than five (5) days after such conviction.
5. Imposesa sanction on, or require the satisfactory participation in a drug abuse assistance or
rehabilitation program if such is available in the employee’s community, or any employee who is so
convicted.
6.Makesa good faith effort to continue to maintain a drug-free workplace through implementation of
this Section.
As the person authorized to sign the statement, I certify that this Agencycomplies fully with the above
requirements.
__________________________________________
Proposer’s/RespondentsSignature
__________________________________________
Date
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SECTION SIX
REQUEST FOR COMPETITIVE SOLICITATIONCHECKLIST
Please ensure that all items have been checked before submitting Request for Competitive Solicitation.
Submit this checklist as the last page of your proposal.
1.Cover Page
2.Narrative Self-Analysis
3.References
4.AccountInformation
5.Financial Statements, Accounting and Bookkeeping Procedures
6.Staff Information
7.Service Capability to Monroe County
8.Compensation
9.Written Presentation
10.County Forms
11.Other Information
12.CompletedCompetitive SolicitationChecklist
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