The URL can be used to link to this page

Item G05BOARD OF COUNTY COMMISSIONERS County of Monroe A Mayor Heather Carruthers, District 3 f T$ne Florida Keys (, S �� Mayor Pro Tem George Neugent, District 2 t� ) ��` �� ' Danny L. Kolhage, District 1 David Rice, District 4 Sylvia J. Murphy, District 5 County Commission Meeting November 22, 2016 Agenda Item Number: G.5 Agenda Item Summary #2295 BULK ITEM: Yes DEPARTMENT: Tourist Development Council TIME APPROXIMATE: STAFF CONTACT: Ammie Machan (305) 296 -1552 N/A AGENDA ITEM WORDING: Approval of an Amendment to Agreement with Lower Keys Chamber of Commerce to provide Visitor Information Services (VIS) to amend scope of services ITEM BACKGROUND: Due to the elimination of the "Live Chat" feature on the TDC's website, it has become necessary to amend the scope of services to remove the requirement for the Chamber to provide the "Live Chat" services. Attached is a letter of explanation, amendment and the original agreement. PREVIOUS RELEVANT BOCC ACTION: BOCC approved original agreement at their meeting of April 20, 2016 CONTRACT /AGREEMENT CHANGES: Amendment to Agreement STAFF RECOMMENDATION: Approval DOCUMENTATION: Lower Keys VIS - Memo, Amendment and Original Agreement FINANCIAL IMPACT: Effective Date: October 1, 2016 Expiration Date: September 30, 2018 Total Dollar Value of Contract: $287,280 Total Cost to County: No Cost Current Year Portion: $95,760 Budgeted: Yes Source of Funds: TDC CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No Grant: County Match: Insurance Required: Yes Additional Details: If yes, amount: 11/22/16 118 -78010 - TDC INFO SVCS 118 $95,760.00 REVIEWED BY: Maxine Pacini Completed 11/02/2016 10:13 AM Christine Limbert Completed 11/02/2016 10:44 AM Budget and Finance Completed 11/02/2016 3:04 PM Maria Slavik Completed 11/03/2016 8:00 AM Kathy Peters Completed 11/03/2016 9:07 AM Board of County Commissioners Pending 11/22/2016 9:00 AM Machan -Ammie From: research @fIa- keys.com Sent: Tuesday, August 02, 2016 2:31 PM To: vpanico @keywestchamber.org; Daniel Samess; executivedirector @lowerkeyschamber.com; Islamorada Chamber; president @keylarogchamber.org Cc: Director @fla- keys.com; Lauren Oropeza; Clinton Barras; AdminAsst @fla- keys.com; Maxine Pacini Subject: Discontinuing Live Chat program 9/30/2016 Importance: High Good afternoon, This fall we anticipate rolling out a new TDC website ( www.fla- keys.com In planning how current features will be placed on this new responsive website, we reviewed usage of our Live Chat feature. We've found the volume of travelers using this feature to contact us has remained very low each month. Relative to the cost of the LiveHelpNow chat software, it is not providing us with a good return on investment. Therefore, we will not be migrating Live Chat to our new website and will discontinue the service at the end of this fiscal year (9/30/16). As of October 1, 2016, beginning with your Chamber's new VIS contract, you are no longer required to provide Live Chat services due to the TDC's termination of the Live Chat program and its software license. Specifically, this is Section 2. Scope of Services items outlined as D and E. All other VIS contract scope of services requirements will remain the same. A copy of this email will be included in your Chamber's VIS contract file to document our cessation of the Live Chat program and items D and E. Should you have any questions regarding this, please feel free to contact myself or Harold. Sincerely, Jessica Bennett Director of Market Research 1201 White St, Ste 102 1 Key West, FL 33040 1- 800 - 648 -5510 1 (direct) 305 -294 -1936 1 (fax) 305 -296 -0788 research @fla- keys.com To download our research reports, visit: www.monroecounty- fl.ov /tdc �X A NV U.Z L ,r z 1 +. OAJ Sincerely, Jessica Bennett • * T * *, * T • NI N IFT 1 1 1 1 5 1 11 i • T , AMENDMENT Ost AMENDMENT] TO AGREEMENT THIS AMENDMENT to agreement dated the day of 2016, is entered into by and between the Board of County Commissioners for Monroe County, a political subdivision of the state of Florida (County), on behalf of the Tourist Development Council, and the Lower Keys Chamber of Commerce, Inc. a Florida non - profit corporation "Provider". WHEREAS, there was an agreement entered into on April 20, 2096 between the parties, for Provider to provide Visitor Information Services ( "VIS ") to answer potential visitor inquiries and to promote tourism; and WHEREAS, due to the elimination of the "Live Chat" feature on the website it has become necessary to amend the Scope of Services NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. Paragraph 2 of the agreement shall be revised to read as follows: SCOPE OF SERVICES: The Provider shall, pursuant to this Agreement, provide Visitor Information Services as described herein: a. The Provider shall respond to all telephone inquiries from generic and district toll free number(s), and from the Chamber's (305) line(s) with information about the Florida Keys and any specified district destination within the Keys. b. The Provider shall retrieve and record all information from callers or e-mail inquiries resulting in mail fulfillment required by the VIS software program provided by the County, which includes the name, address and zip code of the caller. The Provider shall request that all callers complete the TDC Visitor Inquiry Survey. Provider shall verbally survey consenting callers on a list of questions provided by the TDC, and shall record the visitor responses in the VIS software, according to Exhibit A attached hereto. The TDC may request that Provider refer e-mail inquiries to a web survey in its return correspondence via web link provided by the TDC. c. Provider shall respond to all e-mail (Internet) inquiries for fulfillment requests and interact with potential visitors requests for destination information. d. Provider shall give the TDC official website address www.fla- keys.com as the first response for destination web site information, and shall introduce the official TDC website to all caller and e-mail inquiries as a source for further information on the destination. This provision shall not preclude Provider from introducing its own web site as a secondary source of information. e. Provider shall respond to all telephone and Internet inquiries for the benefit of Monroe County as a whole and not for the benefit of Provider or its members. Provider shall not discriminate between chamber and non - chamber members in its responses where generic /district materials are provided by the TDC to Provider. Amendment #1 Lower Keys Chamber of Commerce —VIS FY 2017 Contract #: 1674 • * T * *, * T • NI N IFT 1 1 1 1 5 1 11 i • T , f. Provider may make referrals to lodging accommodations; however, it shall do so in a manner that provides fair and equitable distribution of referrals to all entities in Provider's district, matching the inquirer's criteria, which collect and remit to the County the tourist development tax, with no preferential treatment for any entity having a business relationship with the Provider. Further, such referral service system shall require the referral service Provider, shall have and maintain the following: (1) a binding agreement to hold harmless and indemnify the County from any claims of liability, loses and causes of action which may arise out of or as a result of the referrals; (ii) general liability insurance with a minimum of $1 million coverage which includes Monroe County as a named insured; and g. All visitor - related collateral requests shall be entered into the TDC VIS system on a daily basis by Provider to be accessed by the TDC. Provider may produce collateral material for its district and provide mail fulfillment of said material internally or by subcontract. This provision shall not preclude the Provider from downloading visitor data entered by Provider into the TDC VIS system to create or maintain visitor mailing lists. h. Provider is prohibited from distributing visitor name and address information recorded from visitor collateral requests to third parties without the express verbal or written consent of the visitors. Provider shall at all times comply with the Telecommunications Act, relevant Postal Regulations or other regulations regarding third party mail distribution. The TDC VIS software program will provide a recording mechanism which Provider may use to designate visitors who have affirmatively indicated a desire to receive collateral material from a third party. The Provider shall have and maintain a binding agreement to hold harmless and indemnify the County from any claims of liability, identity theft, bodily harm, loss of life, invasion of privacy, theft identity, and all other losses and causes of action which may arise out of or as a result of the distribution of visitor information by the Provider to a third party. i. The provider shall provide live telephone and Internet service, the minimum of which shall be as follows: 9:00 a.m. to 5:00 p.m. Monday through Friday, 9:00 a.m. to 3:00 p.m. on Saturday, closed Sunday. The Provider may be closed on Thanksgiving, Christmas Eve, Christmas Day, New Year's Day, Memorial Day, Easter Sunday, Fourth of July and Labor Day. Sub - contracted live operator(s), voicemail, answering machine or similar procedures will be provided to capture required information during off hour operation. The Provider shall provide Visitor Information Services to visitors walking into the facility during the regular working hours of 9:00 a.m. to 5:00 p.m. Monday through Friday, 9:00 a.m. to 3:00 p.m. on Saturday, closed Sunday. The Provider will be closed on Thanksgiving, Christmas Eve, Christmas Day, New Year's Day, Memorial Day, Easter Sunday, Fourth of July and Labor Day. k. Provider may cease fulfillment of service minimum as outlined in items k and 1 in this agreement following an official ordered evacuation of Monroe County residents in its district without penalty or loss of compensation by the County. Further, in the event of a tropical storm warning or hurricane warning to Monroe County, Provider may at its Amendment #1 Lower Keys Chamber of Commerce —VIS FY 2017 Contract #: 1674 • * T * *, * T • NI N IFT 1 1 1 1 5 1 11 i • T , discretion adjust its hours of operation to ensure the safety of its staff and facility without penalty or loss of compensation by the County. In the event of closure due to weather events as outlined above, Provider shall not be required to resume contractual service minimum until such a time as: i. tropical storm and/or hurricane warnings for its district have been lifted ii. resident evacuation orders for its district have been lifted iii. Provider has determined its facility has adequate resources (such as power) and is by its determination sufficiently safe to resume its operations. Providers who are able to remain operational when weather events force closure of other providers shall upon request service calls re- routed by the TDC. The Provider shall provide fast Internet access to the TDC web site TDC VIS software and Chat Live web applications for all staff members fulfilling Visitor Information Service program requirements as outlined in this agreement. The Provider shall be responsible for the provision and proper maintenance of computer equipment and Internet connections utilized by the staff members to access the Internet in fulfillment of Visitor Information Services requirements. The TDC shall be responsible for the provision and proper maintenance of the VIS software. m. The Visitor Information Service program is subject to review and periodic change by the Monroe County Tourist Development Council. Any significant change resulting in additional costs and /or time in the scope of services, requires the written and signed consent of both parties as an amendment to this Agreement. n. The toll -free number telephone lines for which the tourist development tax pays, shall be used only for tourism - related business purposes, including fulfillment of Call Me requests. o. County shall provide the toll -free number phone lines and routing services to handle the service required by this Agreement. p. County shall provide a link and e-mail forwarding from the TDC website directly to the Provider's website. q. Provider shall distribute to all Chambers of Commerce in Monroe County, and to the TDC, at a mutually agreed upon time and frequency, a list of the most frequently asked questions by visitors about its district, and the recommended tourism operator responses. The TDC may also furnish to the Provider a list of visitors' frequent generic destination questions and the recommended tourism operator responses. (See EXHIBIT B) Provider shall disseminate the information to staff for training purposes. 2. This amendment is retroactivity effective to October 1, 2016 3. The remaining provisions of the contract dated April 20, 2016 remain in full force and effect. Amendment #1 Lower Keys Chamber of Commerce -VIS FY 2017 Contract #: 1674 MINIFT1 1 5111 i IN WITNESS WHEREOF, the parties have set their hands and mW on the day and year first above wrMen. (SEAL) Attest Amy Heavilln, Clark Deputy Clerk Board of County Commissioners of Monroe County fftcdChalfman Keys eys mber of Commerce, Inc. By 7 "" President 0-V Print Name AND TWO WITNESSES \Ij Print Na Me I D z D J.3- ®l DOW AnMKh=t 01 Lawa Keys Chamber of Commerce -VIS FY 2017 Contract M. 1674 • * T IeU Pue 4U • r LOWER KEYS VISITOR INFORMATION SERVICES AGREEMENT { THIS AGREEMENT ( "Agreement ") is entered into this day of�� i , 2016, by and between Monroe County, Florida, a political subdivision of the state of Florida ( "County "), and the Lower Keys Chamber of Commerce, Inc., a Florida non - profit corporation ( "Provider"). WITNESSETH: WHEREAS, Provider is uniquely qualified to provide Visitor Information Services ( "V1S ") to answer potential visitor inquiries and to promote tourism; and WHEREAS, Provider has been furnishing Visitor Information Services to County for thirteen years; and WHEREAS, County and Provider currently have a contractual arrangement for services through September 30, 2016; and WHEREAS, the Tourist Development Council ( "TDC "), an advisory board to County's Board of County Commissioners ( "BOCC") has recommended to County that a new agreement for Visitor Information Services be entered into with Provider; and WHEREAS, County desires to enter into this Agreement for Visitor Information Services with Provider; NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: 1. TERM: The term of this Agreement is for a period of three years beginning October 1, 2016 and expiring on September 30, 2019. The Agreement may be extended for an additional term of two years by agreement of the parties with a 5 percent (5 %) increase in compensation, as further outlined below. 2. SCOPE OF SERVICES: The Provider shall, pursuant to this Agreement, provide Visitor Information Services as described herein: a. The Provider shall respond to all telephone inquiries from generic and district toll free number(s), and from the Chamber's (305) line(s) with information about the Florida Keys and any specified district destination within the Keys. b. The Provider shall retrieve and record all information from callers or e-mail inquiries resulting in mail fulfillment required by the VIS software program provided by the County, which includes the name, address and zip code of the caller. The Provider shall request that all callers complete the TDC Visitor Inquiry Survey. Provider shall Lower Keys Chamber of Commerce Visitor information Services — FY 2017 ID #: 1674 verbally survey consenting callers on a list of questions provided by the TDC, and shall record the visitor responses in the VIS software, according to Exhibit A attached hereto. The TDC may request that Provider refer e-mail inquiries to a web survey in its return correspondence via web link provided by the TDC. c. Provider shall respond to all e-mail (Internet) inquiries for fulfillment requests and interact with potential visitors requests for destination information. d. Provider shall respond to all Live Chat (intemet) requests and chat live with potential visitors to fulfill their requests for destination information, 9:00 a.m. — 5:00 p.m., Monday through Friday; excluded holidays and other business closures permitted in this Scope of Services. County shall provide Live Chat software on the TDC website to send chat inquiries directly to the Chambers of Commerce. County shall serve as administrator of Live Chat software; including, but not limited to setting up Chamber Operator user accounts, generating reports of chat volumes by Chamber, and providing chat transcripts upon request to Chamber heads for their employees. e. Provider shall respond to all Contact Me referrals (potential visitor request for a tourist information operator to contact them entered via the website when Chat services are not available) and call or email potential visitors to fulfill their request for destination information, 9:00 a.m. — 5:00 p.m., Monday through Friday; excluded holidays and other business closures permitted in this Scope of Services. County shall provide Contact Me feature via the Chat Live software on the TDC website to send call and/or email requests directly to the Chambers of Commerce,. f. Provider shall give the TDC official website address www.fla- keys.com as the first response for destination web site information, and shall introduce the official TDC website to all caller and e-mail inquiries as a source for further information on the destination. This provision shall not preclude Provider from introducing its own web site as a secondary source of information. g. Provider shall respond to all telephone and Internet inquiries for the benefit of Monroe County as a whole and not for the benefit of Provider or its members. Provider shall not discriminate between chamber and non - chamber members in its responses where generic /district materials are provided by the TDC to Provider. h. Provider may make referrals to lodging accommodations; however, it shall do so in a manner that provides fair and equitable distribution of referrals to all entities in Provider's district, matching the inquirer's criteria, which collect and remit to the County the tourist development tax, with no preferential treatment for any entity having a business relationship with the Provider. Further, such referral service system shall require the referral service Provider, shall have and maintain the following: (i) a binding agreement to hold harmless and indemnify the County from any claims of liability, loses and causes of action which may arise out of or as a result of the referrals; Lower Keys Chamber of Commerce Visitor Information Services — FY 2017 ID #: 1674 2 • * T * *, * T • MI N IF1 1 1 1 1 5 1 11 i • T , (ii) general liability insurance with a minimum of $1 million coverage which includes Monroe County as a named insured, and i. All visitor - related collateral requests shall be entered into the TDC VIS system on a daily basis by Provider to be accessed by the TDC. Provider may produce collateral material for its district and provide mail fulfillment of said material internally or by subcontract. This provision shall not preclude the Provider from downloading visitor data entered by Provider into the TDC VIS system to create or maintain visitor mailing lists. j. Provider is prohibited from distributing visitor name and address information recorded from visitor collateral requests to third parties without the express verbal or written consent of the visitors. Provider shall at all times comply with the Telecommunications Act, relevant Postal Regulations or other regulations regarding third party mail distribution. The TDC VIS software program will provide a recording mechanism which Provider may use to designate visitors who have affirmatively indicated a desire to receive collateral material from a third party, The Provider shall have and maintain a binding agreement to hold harmless and indemnify the County from any claims of liability, identity theft, bodily harm, loss of life, invasion of privacy, theft identity, and all other losses and causes of action which may arise out of or as a result of the distribution of visitor information by the Provider to a third party. k. The provider shall provide live telephone and Internet service, the minimum of which shall be as follows: 9:00 a.m. to 5:00 p.m. Monday through Friday, 9:00 a.m. to 3:00 p.m. on Saturday, closed Sunday. The Provider may be closed on Thanksgiving, Christmas Eve, Christmas Day, New Year's Day, Memorial Day, Easter Sunday, Fourth of July and Labor Day. Sub - contracted live operator(s), voicemail, answering machine or similar procedures will be provided to capture required information during off hour operation. The Provider shall provide Visitor Information Services to visitors walking into the facility during the regular working hours of 9:00 a.m. to 5:00 p.m. Monday through Friday, 9:00 a.m. to 3:00 p.m. on Saturday, closed Sunday. The Provider will be closed on Thanksgiving, Christmas Eve, Christmas Day, New Year's Day, Memorial Day, Easter Sunday, Fourth of July and Labor Day. m. Provider may cease fulfillment of service minimum as outlined in items k and I in this agreement following an official ordered evacuation of Monroe County residents in its district without penalty or loss of compensation by the County. Further, in the event of a tropical storm warning or hurricane warning to Monroe County, Provider may at its discretion adjust its hours of operation to ensure the safety of its staff and facility without penalty or loss of compensation by the County. In the event of closure due to weather events as outlined above, Provider shall not be required to resume contractual service minimum until such a time as: Lower Keys Chamber of Commerce Visitor Information Services — FY 2017 10 #* 1674 • * T * *, * T • PIR R IP1 1 1 1 1 5 1 11 i • T , i. tropical storm and/or hurricane warnings for its district have been lifted ii. resident evacuation orders for its district have been lifted iii. Provider has determined its facility has adequate resources (such as power) and is by its determination sufficiently safe to resume its operations. Providers who are able to remain operational when weather events force closure of other providers shall upon request service calls re- routed by the TDC. n. The Provider shall provide fast Internet access to the TDC web site TDC VIS software and Chat Live web applications for all staff members fulfilling Visitor Information Service program requirements as outlined in this agreement. The Provider shall be responsible for the provision and proper maintenance of computer equipment and Internet connections utilized by the staff members to access the Internet in fulfillment of Visitor Information Services requirements. The TDC shall be responsible for the provision and proper maintenance of the VIS software. o. The Visitor Information Service program is subject to review and periodic change by the Monroe County Tourist Development Council. Any significant change resulting in additional costs and /or time in the scope of services, requires the written and signed consent of both parties as an amendment to this Agreement. p. The toll -free number telephone lines for which the tourist development tax pays, shall be used only for tourism - related business purposes, including fulfillment of Call Me requests. q. County shall provide the toll -free number phone lines and routing services to handle the service required by this Agreement. r. County shall provide a link and e-mail forwarding from the TDC website directly to the Provider's website. s. Provider shall distribute to all Chambers of Commerce in Monroe County, and to the TDC, at a mutually agreed upon time and frequency, a list of the most frequently asked questions by visitors about its district, and the recommended tourism operator responses. The TDC may also furnish to the Provider a list of visitors' frequent generic destination questions and the recommended tourism operator responses. (See EXHIBIT B) Provider shall disseminate the information to staff for training purposes. 3. COMPENSATION: Compensation shall be paid, subject to availability of Tourist Development Tax Funds and approval as follows: Lower Keys Chamber of Commerce Visitor Information Services — FY 2017 ID : 1674 4 MINIF11 1 5111 i a, The County shall pay to the Provider for services rendered the amount of $95,760 (Ninety five thousand, seven hundred and sixty dollars) per year. Amount shall be paid in twelve (12) monthly payments of $7,980 (Seven thousand, nine hundred and eighty dollars) per year pursuant to the Florida Local Government Prompt Payment Act upon receipt of a proper invoice. The payment shall occur after TDC's administrative office verifies and certifies that the requirements and data as set forth within the agreement entered into by and between Provider and the County have been fully performed. Payment under this agreement is contingent upon annual appropriation by the County. b. If the option to extend the agreement for an additional two years is exercised by the parties, the annual agreement amount shall be increased by 5% to $100,548 per year. c. Periodic monitoring efforts shall be conducted by the TDC for the purposes of system review and compliance of agreement requirements, Monroe County's performance and obligation to pay under this agreement. is contingent upon an annual appropriation by the BOCC. 4. INDEMNIFICATION: Provider covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of services provided or not provided by Provider or any of its Subcontractor(s) in any tier, occasioned by the negligence, errors, or other wrongful act of omission of the Provider or its Subcontractors in any tier, their employees, or agents. In the event that the service is delayed or suspended as a result of the Provider's failure to purchase or maintain the required insurance, the Provider shall indemnify the County from any and all increased expenses or lost revenue resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the Provider is for the indemnification provided for above. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. The provisions of this section shall survive the expiration or earlier termination of this agreement.: 5. APPROVAL AND CHANGES: The TDC shall have the sole and exclusive right to approve or reject changes to the software program, format of questions required to be asked of callers, and other program requirements of the Visitor Information System, in which case the TDC's directions shall be immediately implemented. Periodic monitoring efforts shall be conducted by the TDC for the purposes of system review with feedback to Provider to encourage improvement in the quality of service in conjunction with modifications to established standards and training tools made available by TDC to the Provider. 6. RECORDS - ACCESS AND AUDITS: Separate and apart from the Provider's normal business records, the Provider shall maintain books, records and documents conceming the contracted services. As used herein, the term "records" includes Lower Keys Chamber of Commerce Visitor Information Services — FY 2017 ID #: 1674 5 NINIF11 1 5111 i electronic data. These records shall be maintained in compliance with generally accepted accounting principles and such records must remain available for at least five (5) years after completion of this agreement. The Provider shall provide TDC /County access to any of the books, records or documents concerning the contracted services during regular business hours, upon reasonable notice. In the event such inspection by TDC /County reveals a substantial failure on the part of the Provider to carry out the contracted services, the TDC /County shall make a written demand upon the Provider to repay a reasonable amount of the funds received by the Provider for the unfulfilled contracted services. The TDC /County and Provider agree to attempt to resolve such exceptions /repayments in good faith. In addition, these records are subject to disclosure pursuant to Chapter 119 of the Florida Statutes and the TCD /COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by Provider. Pursuant to F.S. 119.0701, Provider and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: (a) Keep and maintain public records that ordinarily and necessarily would be required by Monroe County in order to perform the service. (b) Provide the public with access to public records on the terms and conditions that Monroe County would provide the records and at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to Monroe County all public records in possession of the contractor upon termination of the agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to Monroe County in a format that is compatible with the information technology systems of Monroe County. 7. TERMINATION: Either party shall have the right to cancel this Agreement at its sole discretion with or without cause upon one hundred and twenty (120) days prior written notice to the other party. Upon any termination including the natural termination of this Agreement, Provider shall deliver to the County all papers, software, equipment and other material related to the work performed under this agreement. 8. DISCLOSURE OF INTERESTS: The Provider agrees that it has provided to the County prior to the execution of this Agreement written disclosure of any existing financial interest in the business of its suppliers or Provider's subcontractor's utilized in fulfillment of this Agreement, and shall disclose said interests as they may arise from time to time. The Provider 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 Lower Keys Chamber of Commerce Visitor Information Services — FY 2017 ID #. 1674 6 NINIF11 1 5111 i 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. 9. LAWS AND REGULATIONS: Provider shall comply fully with all Local, State and Federal laws and regulations, including state and local licensing laws and ordinances. 10. TAXES: The County and TDC are exempt from Federal Excise and State of Florida Sales and use Taxes. The County is not responsible for any taxes incurred by Provider. 11. FINANCE CHARGES: The County and TDC will not be responsible for any finance charges. 12. FORCE MAJEURE: Provider shall not be liable for delay in performance or failure to perform, in whole or in part, the services due to the occurrence of any contingency beyond its control or the control of any of its subcontractors or suppliers, including labor dispute, strike, labor shortage, war or act of war, whether an actual declaration thereof is made or not, insurrection, sabotage, riot or civil commotion, act of public enemy, epidemic, quarantine restriction, accident, fire, explosion, storm, flood, drought or other act of God, act of any governmental authority, jurisdictional action, or insufficient supply of fuel, electricity, or materials or supplies, or technical failure where Provider has exercised reasonable care in the prevention thereof, and any such delay or failure shall not constitute a breach of this Agreement. 13. ASSIGNMENT: The Provider 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 information generated or collected in the performance of this agreement (other than responses to public information requests from any person or entity whether in or out of state), without prior written consent of the County and TDC. 14. COMPLIANCE WITH LAWS- NONDISCRIMINATION: The Provider 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, age, gender orientation 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 concerning discrimination. 15. INSURANCE: The Provider shall maintain the following required insurance throughout the entire term of this agreement and any extensions. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting from the failure of the Provider to maintain the required insurance shall not extend any deadlines specified in this agreement and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for Provider's failure to maintain the required insurance. Lower Keys Chamber of Commerce Visitor Information Services — FY 2017 ID #: 1674 7 • * T * *, * T • NI N IF1 1 1 1 1 5 1 11 i • T , The Provider shall provide, to the County, as satisfactory evidence of the required insurance, either: Certificate of Insurance or A Certified copy of the actual insurance policy 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, or reduction 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 Provider's insurance shall not be construed as relieving the Provider from any liability or obligation assumed under this agreement or imposed by law. The Monroe County Board of County Commissioners, its employees and officials 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 from the County. Such requests shall be prepared from the County's form entitled "Request for Waiver of Insurance Requirements" and approved by Monroe County Risk Management. A. Prior to the commencement of work governed by this agreement the Provider shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440. In addition, the Provider shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease, policy limits $100,000 Bodily 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. B. Prior to the commencement of work governed by this agreement, the Provider shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the agreement and include, as a minimum: • Premises Operations and Contents • 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 Lower Keys Chamber of Commerce Visitor Information Services — FY 2017 ID #: 1674 NININ11 1 5111 i $ 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 should extend for a minimum of twelve (12) months following the acceptance of work by the County. The Monroe County Board of County Commissioners shall be named as Additional Insured on all policies issued to satisfy the above requirements. 16. GOVERNING LAWNENUE: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of the agreement, the County and Provider agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to arbitration. The County and Provider agree that, in the event of conflicting interpretation of the terns or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceedings. 17. 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. In order to be effective, any amendment to this Agreement shall be in writing, approved by the Board of County Commissioners of Monroe County, and executed by both parties. 18. PROPERTY RIGHTS: The County shall own all equipment and materials supplied by them for the Visitor Information Services program including software and databases. For the purposes of the public records act, all data entered into the Monroe County Tourist Development Council's computer network system shall be County material. 19. 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 application of such provision other than those as to which it is invalid or unenforceable, shall not be affected thereby; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 20. NOTICE: Any notice required or permitted under this Agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: Lower Keys Chamber of Commerce Visitor Information Services — FY 2017 ID #: 1674 9 NINIFT1 1 5111 i FOR COUNTY Executive Director, TDC 1201 White Street, Suite 102 Key West, FL 33040 AND Monroe County Attorney PO Box 1026 Key West, FL 33041 FOR PROVIDER President Lower Keys Chamber of Commerce 31020 Overseas Highway PO Box 430511 Big Pine Key, FL 33043 21. AUTHORITY: Each of the signatories for the Provider below certifies and warrants that: a) The Provider's name in the Agreement is the full name as designated in its corporate charter. b) They are empowered to act and contract for the Provider. c) This Agreement has been approved by the Provider's Board of Directors. 22, ETHICS CLAUSE: Provider warrants that it has not employed, retained or otherwise had act on 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 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. 23. 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 a contract to provide any goods or services to a public entity, may not submit a bid on a contract 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 a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in section 287.017, Florida Statutes for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By execution of this document, Provider states that it is not disqualified by the statement above. 24. NON - WAIVER OF IMMUNITY: Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the Provider and the TDCIBOCC in this Agreement and the acquisition of any commercial liability insurance coverage, self - insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity Lower Keys Chamber of Commerce Visitor Information Services — FY 2017 ID #: 1674 10 NINIP11 1 5111 i to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 25. SECTION HEADINGS: Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 28. BINDING EFFECT: The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the TDC /BOCC and Provider and their respective legal representatives, successors,, and assigns. 27. COOPERATION: In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, TDC /BOCC and Provider 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 Agreement or provision of the services under this Agreement. TDC /BOCC and Provider specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 28. COVENANT OF NO INTEREST: Provider and TDC /BOCC covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 29. CODE OF ETHICS: TDC /BOCC agrees that officers and employees of the TDC /BOCC 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 position, conflicting employment or contractual relationship; and disclosure or use of certain information. 30. 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 Agreement within the territorial limits of the COUNTY shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the COUNTY. Lower Keys Chamber of Commerce Visitor Information Services — FY 2017 ID #: 1674 1 1 1 � � i � � � I � I � � �! � � � � �!! 1! � I � 1 11 1� � I 1 1 � � I � �,: 11 � I � ; I llll� illiTi lllirrlllll� mm=v IL 7 ITM Board of Cm* Cmmb*mm of Nbm cakft ,., Lmw Keys Chamber of Cormmcmi Inc. AND M "ESSES LvwVA"Omnbwdcvwm= VkdW k*mnxton S@rA= - FY 201► ID* "M IN WITNESS WHEREOF, to pubs hweb have memdecl this OWSmwd Vw day arftd above wdtten F�y ,W,,A - mm . - Mwo, may - Ar M r � i ca L Cl ra 12 (CORPORATE SEAL) Aft it • * T IeUIBIJO Pue 4U • r Exhibit A Mail Fulfillment Required Data • Name • Business Name (if Travel Agent or Business Address) • Street Address • Zip Code • City • State or Province • County (if non U.S.) Visitor Information survey o What kinds of activities are you interested in? a. Fishing Offshore b. Fishing Back Country c. Diving d. Snorkeling d. Marinas e. Sailing f. Boat Rentals g. Attractions h. Dining /Entertainment 1. Weddings/Honeymoons J. Real Estate/Relocation k, Coupon Book 1. Guided/Nature Tours m. Water Sports n. Special Events o. Fishing Tournament • What kinds of accommodations are you interested in? a. Hotels/Motels b. B&Bs/Guesthouses c. Vacation Rentals d. Campground /R.V. Parks • Are you a travel agent or consumer? • What month are you planning to travel to the Florida Keys? • How are will you be traveling? a. Commercial Airline b. Private Plane c. Automobile d. Tour bus d. RV e. Private Boat f. Cruise ship g. Fly /Drive h. Undecided • How long will you stay? • How many people will be in your travel party? Children under 17? • What number did you dial to reach us today? o Do you recall seeing any advertising for the Florida Keys and Key West in the past 3 months? Generic type and specific source. o Would you like a brochure? Lower Keys Chamber of Commerce Visitor Information Services — FY 2017 iD t. 9674 13 • * T * *, * T • NI N IF1 1 1 1 1 5 1 11 i • T , Generic Destination Q.1. How long does it take to see the entire Florida Keys? A.1. About one to two weeks Q.2. How can I get to the Florida Keys? A.2. The Florida Keys are directly accessible by plane, via our two airports Marathon and Key West, car, bus, ferry and Cruise Ship. You can also travel to nearby destinations in Florida via train, plane, bus, etc. and continue on to the Keys through a rented car, shuttle service, ferry or bus. Q.3. Is there a web site where i can find more information on the Florida Keys? A.3. Yes, www,fla- keys.com. Q.4. How long does it take to get to the Keys? All times and distance are to Upper Keys, Add one hour to times for Middle Keys and two hours to times for Lower Keys_ A.4. City, State Miles Kilometers Driving Time Miami, FL 50 80 1 hour Ft. Myers, FL 200 320 4 hours Tampa, FL 300 480 6 hours Orlando, FL 280 450 6 hours Gainesville, FL 380 610 8 hours Tallahassee, FL 530 850 10 hours Jacksonville, FL 490 780 10 hours Savannah, GA 530 850 11 hours Macon, GA 630 1,010 13 hours Charleston, SC 630 1,010 13 hours Atlanta, GA 700 1,120 14 hours Pensacola, FL 720 1,150 14 hours Montgomery, AL 740 1,200 15 hours Birmingham, AL 860 1,370 17 hours Charlotte, NC 884 1,400 18 hours New Orleans, LA 910 1,500 18 hours Louisville, KY 1,140 1,824 23 hours Q.S. Do you know of any special deals or bargains? A.S. If you know of any special deals or bargains from accommodations please provide to the caller, else state: Special deals or bargains can generally be found in our off- season. Accommodations prices generally begin reducing during the early summer Lower Keys Chamber of Commerce Visitor Information Services — FY 2017 ID #: 1674 14 months and are lowest generally during the fall. However, special events or holidays can affect prices. Q.6. I've heard there is a h u rricaneltro pica[ storm headed for the Florida Keys, how can I get more information? A.6. You can visit the official Florida Keys and Key West website, www.fla-keys.com, for information such as any storm warnings affecting the Florida Keys, answers to frequently asked questions about hurricanes and other tips for visitor safety. You can also tune into the Weather Channel for the Tropical update at 50 minutes past the hour. Q.7. Do you have any Gay friendly accommodations? A.7. There are Gay friendly accommodations throughout the Florida Keys. You can visit the official Florida Keys and Key West website, www.fla- keys.com to see which accommodations are self- designated as Gay friendly. Q.B. What types of accommodations do you have? Q.B. Provide caller with categories of accommodation types available in your area, such as Hotels, Motels, Bed and Breakfasts, Guest Houses, RV parks, Campgrounds. Also use descriptive terms of accommodations in your area where appropriate. For example, large chain hotels to Mom & Pop type hotels, quaint B &Bs and guest houses, waterfront RV parks & campgrounds, etc. Q.9. What types of restaurants do you have? Q.9. Highlight unique dining experiences of the Florida Keys and Key West, such as local seafood or conch - fusion cuisine, while also providing caller with some general restaurant types available in your area. Examples of restaurant types include: Fine dining, family style, pubs, diners, fast food, ethnic, seafood, vegetarian, cafeteria style, cafes, chain, fast food, etc. Also use descriptive terms for restaurants in your area were appropriate. For example, "We have many wonderful dining choices including restaurants specializing in our famous local cuisine which infuses Cuban, Bohemian and American specialties, fresh local seafood, fine- dining, family -style and casual restaurants." In addition, Operators should be able to provide information appropriate to their area for the following questions: Q.10. Is there any nightlife available? Q.11. What type of family activities are there? Q.12. Where can I (snorkel, dive, fish, swim, sail, visit the reef)? Q.13. Do you have any special events going on? Q.14. Are there any pet friendly accommodations? Lower Keys Chamber of Commerce Visitor Information Services -- FY 2017 ID #: 1674 In