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09/21/2012 AgreementEUROPEAN SALES AGREEMENT THIS AGREEMENT ( "agreement') is entered into this day of 2012, by and between Monroe County, a political subdivision of the state of Florida, (" ounty ") and Axis Travel Marketing, Ltd., a corporation organized and operating under the laws of the United Kingdom ( "Firm "). WITNESSETH: WHEREAS, Firm is based in the United Kingdom and is qualified to provide European Travel Services in the United Kingdom; Ireland; Scandinavia; Italy; France; Germany; Austria; Switzerland; Benelux and Holland which promote tourism; and WHEREAS, the Monroe County Tourist Development Council (TDC) is an advisory body to County and has recommended to County that Firm be awarded an agreement for 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 agreement for European travel services with the Firm; NOW, THEREFORE, the parties agree as follows: 1. Term The term of this agreement is for a period of three (3) years beginning October 1, 2012 and expiring on September 30, 2015. Following the third year, the County and the "Firm" shall have the option of renewing this agreement for two (2) years under the same conditions subject to negotiation of monetary terms. Monroe County's performance and obligation to pay under this agreement is contingent upon an annual appropriation by the BOCC. 2. Scope of Services: In consideration of the base monthly contractual amount, Firm 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 the annual marketing 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. Axis Travel Marketing, Ltd European Sales ID #: 1050 • Provide telephone and e-mail information services assistance program. • 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. • Conduct a minimum of monthly 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 review and 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 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 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 Firm 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 Axis Travel Marketing, Ltd European Sales ID#: 1050 • Market Trends and news from Travel Trade where applicable • Financial Trends and News from European Travel Trade • Future calendar of promotional events • Feedback from tour operators regarding booking trends • Monthly invoices 4. Compensation Firm shall be compensated in an amount of $80,000 (Eighty Thousand Dollars) per year, excluding any reimbursable expenses to perform the Scope of Services. The Firm shall submit to the TDC Administrative Office eleven monthly billings for $6,666.67 (Six Thousand, Six Hundred and Sixty Six Dollars and Sixty Seven Cents), and one monthly billing for $6,666.63 (Six Thousand, Six Hundred and Sixty Six Dollars and Sixty Three Cents) for staff and contracted services in arrears. Payments and reimbursable costs to agency shall be sent by County via wire directly to Ms. Emma Cashmore, Axis Travel Marketing, Ltd., Cygnet House, 12 -14 Sydenham Road, Croydon CRO 2EE, United Kingdom. Reimbursable costs to sub - agency shall be sent by County via wire directly to sub agency Get It Across Marketing, Neumarkt 33 Colgne Germany 50667. 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 • 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 agreement is contingent upon an annual appropriation by the County. 5. Records — Access and Audits: The Firm shall maintain adequate and complete records to justify all charges, expenses, and costs incurred in performing the work for at least four (4) years after completion of this agreement. The County shall have access to such books, records, and documents concerning the contracted services. The access to and inspection of such books, records, and documents by the TDC /County shall occur at any reasonable Axis Travel Marketing, Ltd European Sales ID#: 1050 time. Firm understands that it shall be responsible for repayment of any and all audit exceptions identified by TDC /County. Any current or subsequent agreement awards will be offset by the amount of any audit exceptions. In the event there are not funds still held by TDC /County for an agreement award, the amount of audit exception shall be billed to Firm who shall promptly pay same. Records may be subject to disclosure pursuant to Chapter 119, Florida Statutes. 6. Agency of Record: Firm shall act as the agency of record of the County/TDC for all European Sales services in the United Kingdom; Ireland; Scandinavia; Italy and France; Germany; Austria; Switzerland; Benelux and Holland, except as mutually agreed otherwise, and for the performance of related or special services as requested by the TDC. 7. Indemnification and Hold Harmless Firm agrees to indemnify and hold harmless Monroe County, its TDC Board of Directors, officers, agents, and employees against any claim of liability, losses and causes of action which may arise out of, in connection with, or by reason of services provided in the fulfillment of this agreement. It agrees to pay all claims and losses and shall defend all suits filed due to the negligent acts, errors or omissions of its employees and /or agents, including related court costs. 8. Property Rights: The County shall own and have all rights subject to regulations and talent agreements, to any and all copy, photos, films, video and other promotional materials which the Firm prepared or purchased for the County's account pursuant to a program, campaign, or project which the TDC has approved in writing, regardless of whether such material was published, displayed, broadcast, distributed or otherwise presented prior to the termination of the agreement, provided the County has paid for same in accordance with the provisions of this agreement. 9. Approval and Changes: 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 progress, in which case 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 media made on the TDC's behalf. All contractual commitments to media require the TDC's prior written approval. The County shall only be liable for charges approved in writing prior to the Firm entering into such contractual commitment. 10. Termination: Either party shall have the right to cancel this agreement at its sole discretion with or without cause upon ninety (90) days prior written notice to the other party. Firm shall deliver to the County all papers, equipment, and other material related to the work performed under the agreement or developed or created pursuant to this agreement upon any termination. 11. Exclusive Representation: Firm 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 prior written approval from the TDC and County. Axis Travel Marketing, Ltd European Sales ID#: 1050 12. Disclosure of Financial Interest: Firm agrees to disclose within thirty (30) days of the execution of this agreement any existing financial interest in the business of its suppliers or providers utilized in fulfillment of this agreement, and shall disclose said interests as they may arise from time to time. 13. 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. 14. Taxes: The County and TDC are exempt from federal excise and State of Florida sales and use tax. 15. Finance Charges: The County and TDC will not be responsible for any finance charges. 16. Relations of County/TDC and Firm: It is the intent of the parties hereto that Firm shall be legally considered as an independent contractor and that neither it nor its employees shall, under any circumstances, be considered servants or agents of the County and TDC. County and TDC shall at no time be legally responsible for any negligence on the part of Firm, its employees or agents, resulting in either bodily or personal injury or property damage to Firm, any individual, or corporation. 17. Disclosure: Firm shall be required to list any or all potential conflicts of interest, as defined by Florida Statutes chapter 112 and Monroe County Code and shall disclose to the County and TDC all actual or proposed conflicts of interest, financial or otherwise, direct or indirect, involving any client's interest which may conflict with the interest of the County and TDC. 18. Force Maieure: Firm shall not be liable for delay in performance or failure to perform, in whole or in part, the services due to the occurrence of any contingency beyond its control or the control of any of its subcontractors or suppliers, including labor dispute, strike, labor shortage, war or act of war, whether an actual declaration thereof is made or not, insurrection, sabotage, riot or civil commotion, act of public enemy, epidemic, quarantine restriction, accident, fire, explosion, storm, flood, drought or other act of God, act of any governmental authority, jurisdictional action, or insufficient supply of fuel, electricity, or materials or supplies, or technical failure where Firm has exercised reasonable care in the prevention thereof, and any such delay or failure shall not constitute a breach of this agreement. However, Firm shall, within one week of such event, make alternative arrangements to ensure that services continue uninterrupted. 19. Assignment: Firm shall not assign, transfer, convey, sublet or otherwise dispose of this agreement, or of any or all of its rights, title or interest therein, or its power to execute such agreement to any person, new owner, company or corporation without prior written consent of the County. 20. Compliance With Laws — Non Discrimination: Firm shall comply with all international, federal, state and local laws and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, sexual Axis Travel Marketing, Ltd European Sales ID #: 1050 orientation, age, or national origin in the performance of work under this agreement. This agreement shall be subject to all international, federal, state, and local laws and ordinances. 21. Governing Law/Venue: This agreement shall be governed and construed by and in accordance with the laws of the State of Florida and constitutes the entire agreement between the County and Firm. Venue for any dispute shall be in Monroe County. 22. Entire Agreement: This writing embodies the entire agreement and understanding between the parties hereto, and there are not other agreements and 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 not be effective unless it is in writing recommended by the TDC and approved by the County and signed by both parties. 23. Severability: If any provisions of this agreement shall be held by a Court of competent jurisdiction to be invalid or unenforceable, the remainder of this agreement, or the proposal 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. 24. Authority: Each of the signatories for the Firm below certifies and warrants that: a) Firm's name in the agreement is the full name as designated in its corporate charter. b) He /she is empowered to act on this agreement for the Firm. c) This agreement has been approved by the Firm's Board of Directors. 25. Ethics Clause: Firm warrants that he /it has not employed retained or otherwise had act on his /its behalf any former County office or employee in violation of Section 2 or 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 the provision the County may, at its discretion terminate this agreement without liability and may also, at its discretion, deduct from the agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former or present County officer or employee. 26. Public Entity Crime Statement A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on an agreement to provide any goods or services to a public entity, may not submit a bid on an agreement with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under an agreement with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for Category Two for a period of 36 months from the date of being placed on the convicted vendor list. Axis Travel Marketing, Ltd European Sales ID#: 1050 IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written (SEAL) Attest: Danny L. Kolhage, Clerk —W—Nm Board of County Commissioners of Monroe County Mayor/Chairman (CORPORATE SEAL) Attest: By Secretary Print Name Axis Travel MarkearlS Ltd. By. t- ��- Proskient Print Name OR TWO WITNESSES (1) Witness (2) Witness Print Name Print Name M r- CL O U CO Lo CC .� C U LJ`- C\j MOju=A COUNTY ATTORNEY c � O P F M: PYNTHIA r- AA ter to ' ASSIS T U ATTORNEY Hate f � 2-0 Axis Travel Marring, tai Eumpean Sales ID6: 1030