Item G08BOARD OF COUNTY COMMISSIONERS
County of Monroe A
Mayor Heather Carruthers, District 3
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T$ne Florida Keys (, S �� Mayor Pro Tem George Neugent, District 2
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�' Danny L. Kolhage, District 1
David Rice, District 4
Sylvia J. Murphy, District 5
County Commission Meeting
November 22, 2016
Agenda Item Number: G.8
Agenda Item Summary #2338
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 Greater Key West
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:
Key West VIS Memo, Amendment and Original Agreement
FINANCIAL IMPACT:
Effective Date: October 1, 2016
Expiration Date: September 30, 2018
Total Dollar Value of Contract: $1,001,281
Total Cost to County: No Cost
Current Year Portion: $333,760.35
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:
11/22/16 117 -77010 - TDC INFO SVCS 117
$333,760.35
REVIEWED BY:
Maxine Pacini
Completed
11/02/2016 3:25 PM
Christine Limbert
Completed
11/02/2016 3:25 PM
Budget and Finance
Completed
11/02/2016 4:31 PM
Maria Slavik
Completed
11/03/2016 7:44 AM
Kathy Peters
Completed
11/03/2016 12:17 PM
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
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Sincerely,
Jessica Bennett
AMENDMENT 0 s 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 Greater
Key West Chamber of Commerce, Inc. a Florida non - profit corporation "Provide!".
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 that is 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
Amendment #1
Key West Chamber of Commerce —VIS FY 2017
Contract #: 1673
discriminate between chamber and non - chamber members in its responses where
generic/district materials are provided by the TDC to Provider.
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, 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;
(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: 8:00 a.m. to 5:30 p.m. Monday through Friday, 9:00 a.m. to 5:30
p.m. Saturday and Sunday. The Provider may be closed on Thanksgiving, Christmas
Eve afternoon, Christmas Day, New Year's Day, President'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.
j. The Provider shall provide Visitor information Services to visitors walking into the facility
during the regular working hours of 8:30 a.m. to 5:30 pm. Monday through Friday, 9:00
a.m, to 5:30 p.m. Saturday and Sunday. The Provider will be closed on Thanksgiving,
Christmas Eve afternoon, Christmas Day, New Year's Day, President'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 I in this
agreement following an official ordered evacuation of Monroe County residents in its
Amendment 41
Key West Chamber of Commerce —VIS FY 2017
Contract #: 1673
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:
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
Key West Chamber of Commerce —VIS FY 2017
Contract #: 1673
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IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first
above written.
(SEAL)
Attest Amy Heavilln, Clerk
Board of County Commissioners
of Morose County
Deputy Cie*
Mayor/Chairmen
Greater Key West Chamber of Commerce, Inc.
A AND TWO WITNESSES
/ Of
(2)
Amendment #1
Key Wed Chamber of Comma= —VIS FY 2017
Contract M 1673
KEY WEST VISITOR INFORMATION SERVICES AGREEMENT
THIS AGREEMENT ( "Agreement") is entered into this day of n
2016, by and between Monroe County, Florida, a political subdivision of
the state of Florida (County"), and The Greater Key West Chamber of Commerce,
Inc., a Florida non -profit corporation (Provider"),
WITNESSETH:
WHEREAS, Provider is uniquely qualified to provide Visitor Information Services
("VIS ") to answer potential visitor inquiries and to promote tourism; and
WHEREAS,, Provider has been furnishing Visitor Information Services to County
for eighteen 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 (BOCCE) 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 a -main
inquiries resulting in mail fulfillment required by the VIS software program that is
provided by the County, which includes the name, address and zip rode of the
caller. The Provider shall request that all callers complete the TDC Visitor Inquiry
Key West Chamber of Commerce
Visitor Information Services — FY 2017
III: 1673
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 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, 8:00 a.m. — 5:30 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
Key West Chamber of Commerce
Visitor Information Services — FY 2017
ID #: 1673
FA
entity having a business relationship with the Provider. Further, 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;
(ii) general liability insurance with a minimum of $1 million coverage which
includes Monroe County as a named insured; and
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
intemally 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.
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: 8:00 a.m. to 5:30 p.m. Monday through Friday, 9:00
a.m. to 5:30 p.m. Saturday and Sunday. The Provider may be closed on
Thanksgiving, Christmas Eve afternoon, Christmas Day, New Year's Day,
President'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.
1. The Provider shall provide Visitor Information Services to visitors walking into the
facility during the regular working hours of 8:30 a.m. to 5:30 pm. Monday through
Friday, 9:00 a.m. to 5:30 p.m. Saturday and Sunday. The Provider will be closed
on Thanksgiving, Christmas Eve afternoon, Christmas Day, New Year's Day,
President'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
Key West Chamber of Commerce
Visitor Information Services — FY 2017
ID#: 1673
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:
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
Key West Chamber of Commerce
Visitor Information Services — FY 2017
ID #: 1673
4
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:
a. The County shall pay to the Provider for services rendered the amount of
$333,760 (Three hundred and thirty three thousand, seven hundred and sixty
dollars and thirty five cents) per year. Amount shall be paid in eleven (11)
monthly payments of $27,813.36 (Twenty seven thousand, eight hundred and
thirteen dollars and thirty six cents), and one (1) payment of $27,813.39 (Twenty
seven thousand, eight hundred and thirteen dollars and thirty nine cents) 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 $350,448
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.
Key West Chamber of Commerce
Visitor Information Services — FY 2017
ID#: 1673
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
Providers normal business records, the Provider shall maintain books, records and
documents concerning the contracted services. As used herein, the term "records"
includes 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
TDCIBOCC 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 /BOCC reveals a substantial failure on the part of the
Provider to carry out the contracted services, the TDCIBOCC 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 TDCIBOCC 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
Key West Chamber of Commerce
Visitor Information Services — FY 2017
ID#: 1673
6
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 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
Key West Chamber of Commerce
Visitor Information Services — FY 2017
ID #: 1673
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.
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
Key West Chamber of Commerce
Visitor Information Services — FY 2017
ID #: 1673
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
$ 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 agreements
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
terms 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.
Key West Chamber of Commerce
Visitor Information Services -- FY 2017
ID#: 1673
Q
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:
FOR COUNTY
Executive Director, TDC AND Monroe County Attorney
1201 White Street, Suite 102 PO Box 1028
Key West, FL 33040 Key West, FL 33041
FOR PROVIDER
President
Key West Chamber of Commerce
510 Greene Street, 1 st Floor
Key West, FL 33040
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
Key West Chamber of Commerce
Visitor Information Services — FY 2017
ID #- 1873
10
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 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.
26. BINDING EFFECT: The terms, covenants, conditions, and provisions of
this Agreement shall bind and inure to the benefit of the TDCIBOCC 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. TDCIBOCC 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
Key West Chamber of Commerce
Visitor Information Services — FY 2017
ID #: 1673
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: TDCIBOCC agrees that officers and employees of
the TDCIBOCC 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,
Key West Chamber of Commerce
Visitor Information Services — FY 2017
ID #: 1673
I
IN WITNESS WHEREOF, the parties hereto have executed this agreement the
day and vow first above written
The Greater P
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Exhibit A
-. r
* Name
o Business Name (if Travel Agent or Business Address)
o Street Address
o Zip Code
o City
o State or Province
o County (if non U.S.)
.
o What kinds of activities are you interested in?
a.
Fishing Deep Sea
b.
Fishing Back Country
c.
Diving
d.
Snorkeling
d.
Marinas
e.
Sailing
f.
Boat Rentals
g:
Attractions
h.
Dining /Entertainment
i.
Weddings
j,
Real Estate /Relocation
k:
Coupon Book
L
Guided /Nature Tours
m..
Water Sports
n.
Cultural Events/Theatre /Music
o.
Fishing Tournament
p.
Honeymoons
q.
Kids /Family/Vacations
r.
Weather
w What kinds of accommodations are you interested in?
a. Hotels /Motels b. B &Bs /Guesthouses
c. Vacation Rentals d. Campground /R.V. Parks
o Are you a travel agent or consumer?
o What month are you planning to travel to the Florida Keys?
• How are will you be traveling?
a. Commercial Airline
c. Automobile
d. RV
f. Cruise ship
h. Undecided
• How long will you stay?
b. Private Plane
d. Tour bus
e. Private Boat
g. Fly /Drive
• How many people will be in your travel party? Children under 17?
• What number did you dial to reach us today?
• Do you recall seeing any advertising for the Florida Keys and Key West in the past 3 months?
Generic type and specific source.
• Would you like a brochure?
Key West Chamber of Commerce
Visitor Information Services -- FY 2017
ID #: 1673
rE:
Generic Destination
Frequently Asked Visitor Questions $ Appropriate Responses
Q.1. How long does it take to seethe 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 their 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
Mlles
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
Key West Chamber of Commerce
Visitor Information Services — FY 2017
ID #: 1673
15
during the early summer months and are lowest generally during the fall.
However, special events or holidays can affect prices.
Q.6. I've heard there is a hurricaneltropical 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.fia- 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?
0.9. 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
temps 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?
Key West Chamber of Commerce
Visitor Information Services — FY 2017
ID #: 1673
E
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` CERTIFICATE OF LIABILITY INSU NCE x a�% o�
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTIMRRED
REPRESENTATIVE OR PRODUCER. AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certtflcate holder is an ADDITIONAL INSURED, the pallcy(les) must be andarsed. H SUBROGATION IS WANED, subject to
We terns and conditlons of the policy, Certain pollcles may require an endorsement. A statement an this certlflcate does not confer rights to the
PFAXOMN
The Porter Allen Company, Inc.
513 Southard Street
1 r.Ww& (305)294 - 2542 i :r .,..,. (305)29s - 7503 I
rL 33444
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Key West Chamber of Commerce, Inc.
510 Greene Street
COVERAGES CERTIFICATE NUMB :CL1612706207
REVISION NUMBER:
THIS IS 70 CERTIFY THAT THE POLICIES OF INSURANCE US I D BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER
DOCUMENT WITH RESPECT TO WHICH THIS
CERTIMATE MAY OF ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN 18 SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
1100 Simonton Street
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ACORD 25 (2010105) / O 11 6- 201JACORD CORPORATION. AN rights reverved —
INSOZ6{zolaoslm The ACORD name and logo are registered rnarlrs of AC ORD
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:
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION ELATE THEREOF, NOTICE WILL BE DELIVERED W
Monroe County Board of
ACCORDANCE WITH THE POLICY PROVISIONS.
County Comminsioners
A aEPRESENTATIVI
1100 Simonton Street
Key West, FL 33040
ACORD 25 (2010105) / O 11 6- 201JACORD CORPORATION. AN rights reverved —
INSOZ6{zolaoslm The ACORD name and logo are registered rnarlrs of AC ORD
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:
DATE: June 9, 2016
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TO: M=ine Pacini, Offlce Manager
Tourist Development Council
ATTN.- Amy Machan
Administrative Assistant
FROM. Cheryl Robertson Ezecutive Aide to the Clerk of Court -& Comptroller C4
4UqWLj3e44V
At the April 20, 2016 Board of County Commissioner's meeting the Board granted approval and
authorized execution of Items:
D4 Approval of an Agreement with the Lower Keys Chamber of Commerce, Inc. To provide Visitor
Information Services in an amount not to exceed $95,760 per year commencing October 1, 2016.
D3 Approval of an Agreement with the Greater Key West Chamber of Commerce, Inc. To provide
Visitor Information Services in an amount not to exceed $333,760.00 per year commencing
October 1, 2016.
D5 Approval of an Agreement with the Islamorada Chamber of Commerce, Inc. To provide Visitor
Information Services in an amount not to exceed $157,500 per year commencing October 1,
2016.
D6 Approval of an Agreement with the Greater Marathon Chamber of Commerce, Inc. To provide
Visitor Information Services in an amount not to exceed $168,000 per year commencing October
1, 2016.
CIC: County Attorney (Electronic Copy)
Finance (Electronic Copy)
File (Electronic Copy)
500 Whitehead Street Suite 101, PO Box 1980, Key West, F13304O Phone: 305-295-3130 Fax. 305-295-3663
3117 Overseas Highway, Marathon, FL 33050 Phone. 305-289-6a27 Fax. 305-289-6025
SWO Overseas Highway, Plantation Key, FL 33070 Phone: 852-7145 Fax 305-852-7146
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