Item E5 E.5
t, BOARD OF COUNTY COMMISSIONERS
County of Monroe Mayor Sylvia Murphy,District 5
The Florida Keys l'U � � Mayor Pro Tern Danny Kolhage,District 1
�pw° Michelle Coldiron,District 2
Heather Carruthers,District 3
David Rice,District 4
County Commission Meeting
March 21, 2019
Agenda Item Number: E.5
Agenda Item Summary #5264
BULK ITEM: Yes DEPARTMENT: Tourist Development Council
TIME APPROXIMATE: STAFF CONTACT: Ammie Machan (305) 296-1552
N/A
AGENDA ITEM WORDING: Approval to exercise option to extend Agreement with Key Largo
Chamber of Commerce, Inc. to provide Visitor Information Services for an additional two year
period to September 30, 2021 with a five percent increase in compensation, bringing the total
compensation to $156,555/year.
ITEM BACKGROUND: DAC V approved same at their meeting of January 8, 2019
TDC approved same at their meeting of February 5, 2019
PREVIOUS RELEVANT BOCC ACTION: BOCC approved original Agreement at their meeting
of May 18, 2016 and 1st Amendment to Agreement(to remove "Live Chat' feature from scope of
service) at their meeting of November 22, 2016.
CONTRACT/AGREEMENT CHANGES:
Amendment to Extend
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Key Largo Chamber VIS - 2nd Amendment, 1st Amendment and Original Agreement
FINANCIAL IMPACT:
Effective Date: October 1, 2016
Expiration Date: September 30, 2021
Total Dollar Value of Contract: $313,110
Total Cost to County: No Cost to County
Current Year Portion: $156,555
Budgeted: Yes
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E.5
Source of Funds: TDC
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: No If yes, amount:
Grant:
County Match:
Insurance Required: Yes
Additional Details:
03/21/19 121-71010 - TDC INFO SVCS 121 $156,555.00
REVIEWED BY:
Maxine Pacini Completed 02/15/2019 2:07 PM
Christine Limbert Completed 02/27/2019 3:20 PM
Budget and Finance Completed 02/27/2019 4:37 PM
Maria Slavik Completed 02/28/2019 7:37 AM
Kathy Peters Completed 02/28/2019 8:52 AM
Board of County Commissioners Pending 03/21/2019 9:00 AM
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AMENDMENT Und AMENDMENT TO AGREEMENT
THIS AMENDMENT to agreement dated the day of 2019, 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 Key Largo D
Chamber of Commerce, Inc. a Florida non-profit corporation "Provider".
WHEREAS, there was an agreement entered into on May 18, 2016 between the parties, E
for Provider to provide Visitor Information Services ("VIS") to answer potential visitor inquiries 5
and to promote tourism; and c
WHEREAS, there was an Amendment to Agreement entered into on November 22, 2016
to amend the Scope of Services due to the elimination of the "Live Chat"feature on the website;
and
0
WHEREAS, the original agreement with Provider provides an option to extend the
Agreement under the same terms and conditions for an additional term of two years by
agreement of the parties with a five percent (5%) increase in compensation; and
WHEREAS, the parties desire to exercise the option the extend the Agreement under the 0
same terms and conditions for an additional two year period with a five percent 5% increase in
compensation; and
0
0
NOW, THEREFORE, in consideration of the mutual covenants contained herein the
parties agree to the amended agreement as follows: 0
1. Paragraph 1 of the Agreement shall read: TERM : The Agreement shall expire on
September 30, 2021.
0
2. Paragraph 3a under COMPENSATION shall read: The County shall pay to the
Provider for services rendered the amount of $156,555 (One hundred fifty six thousand E
five hundred and fifty five dollars) per year. Amount shall be paid in twelve (12) monthly
payments of $13,046.25 (Thirteen thousand and forty six dollars and twenty five 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 E
agreement is contingent upon annual appropriation by the County.
0
3. The remaining provisions of the contract dated May 18, 2016 and amended on
November 22, 2016 remain in full force and effect.
0
0
Amendment 92
Key Largo Chamber of Commerce,VIS FY 2017
Contract#: 1677
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1N WITNESS WHEREOF, the parties have set their hands and seal on the day and year first
above written.
(SEAL) Board f County Commissioners
KevinI f Monroe
ClerkDeputy Mayor/Chairman
Key Largo Chamber of Commerce, Inc.
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MONROE COUNTY ATTORNEY
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Amendment
ContractKey Largo Chamber of Commerce—VIS FY 2017
Packet Pg. 1328
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E.5.a
AMENDMENT(4st AMENDMENT) TO AGREEMENT
THIS AMENDMENT to agreement dated the &day of Ovw 016, 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 Key Largo 5;
Chamber of Commerce, Inc. a Florida non-profit corporation "Provider".
WHEREAS, there was an agreement entered into on May 18, 2016 between the parties,
for Provider to provide Visitor Information Services ("VIS") to answer potential visitor inquiries U
and to promote tourism„ and o
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 E
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 o
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.
Packet Pg. 1329
E.5.a
discriminate between chamber and non-chamber members in its responses where
generic/district materials are provided by the TDC to Provider.
f. Provider may make referrals to lodging accommodations; however, it shall do 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 U
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 E
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.
a
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 6:00 p.m. Monday through Sunday. The Provider may
be closed on Thanksgiving, Christmas Day, New Year's Day, Memorial Day, Easter
Sunday, Fourth of July and Labor Day. Sub-contracted live operator(s), voiceinail,
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 9:00 a.m. to 6:00 p.m. Monday through Sunday. The
Provider will be closed on Thanksgiving, 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 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 waming 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,
Amendment#1
Key Largo Chamber of Commerce-VIS FY 2017
Contract#: 1677
Packet Pg. 1330
E.5.a
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.
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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.
I. The Provider shall provide fast Internet access to the TDC web site, TDC VIS software e
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 0
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 E
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 E
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 May 18, 2016 remain in full force and
effect.
Amendment#1
Key Largo Chamber of Commerce VIS FY 2017
Contract#: 1677
Packet Pg. 1331
WHEREOF, the parties have set ft*hands and seal on the day and year drat
}!� Board of County Commissioners
av ,Clerk of Monroe County E
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Kay Lup Chtarn W of Comma=VIS FY 2017
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Packet Pg. 1332
E.5.a
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KEY LARGO VISITOR INFORMATION SERVICES AGREEMENT
THIS AGREEMENT Agreement") is entered into this day of
2016, by and between Monroe County, Florida, a political subdivision of the
state of Florida ("County")„ and the Key Largo Chamber of Commerce, Inc., a Florida non-
profit corporation ("Provider'),
WITNESSETH; U
0
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
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 0
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: U)
i. 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 Chambers (305) line(s) with information about the Florida E
Keys and any specified district destination within the Keys.
0
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
Key Largo Chamber of Commerce
Visitor Information Services—FY 2017
ID#: 1677
L
Packet Pg. 1333
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 6
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.
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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 U)
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 in a
manner that provides fair and equitable distribution of referrals to all entities in
Providers 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;
Key Largo Chamber of Commerce
Visitor Information Services—FY 2017
ID* 1677
2
Packet Pg. 1334
(ii) general liability insurance with a minimum of $t 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 6:00 p.m. Monday through Sunday. The Provider
may be closed on Thanksgiving, Christmas Day, New Year's Day, Memorial Day,
Easter Sunday, Fourth of July and Labor Day. Sub-contracted live operators),
voicemail, answering machine or similar procedures will be provided to capture
required information during off hour operation. U)
I. The Provider shall provide Visitor Information Services to visitors walking into the
facility during the regular working hours of 9:00 a.m. to 6:00 p.m. Monday through
Sunday. The Provider will be closed on Thanksgiving, 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 �s
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, E
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.
Key Largo Chamber of Commerce
Visitor Information Services—FY 2017
ID* 1677
3
Packet Pg. 1335
Providers who are able to remain operational when weather events force closure of 6
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 thus 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 0
requests.
q. County shall provide the toll-free number phone lines and routing services to handle E
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. U)
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: E
a. The County shall pay to the Provider for services rendered the amount of $149,100
(One hundred and forty nine thousand and one hundred dollars) per year. Amount
shall be paid in twelve (12) monthly payments of $12,425 (Twelve thousand, four
hundred and twenty five dollars) per year pursuant to the Florida Local Government
Prompt Payment Act upon receipt of a proper invoice. The payment shall occur after
Key Largo Chamber of Commerce
Visitor Information Services--FY 2017
ID* 1077
4
Packet Pg. 1336
E.5.a
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 6
appropriation by the County. 5
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 $156,555 per year.
�s
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 E
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 E
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
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 TDC/County access to any of the books,
records or documents concerning the contracted services during regular business hours,
Key Largo Chamber of Commerce
Visitor Information Services—FY 2017
ID#: 1677
5
Packet Pg. 1337
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 6
received by the Provider for the unfulfilled contracted services. The TDC/County and �
Provider agree to attempt to resolve such exceptionslrepayments in good faith. In addition,
these records are subject to disclosure pursuant to Chapter 119 of the Florida Statutes and
the TCDICOUNTY shall have the right to unilaterally cancel this Agreement upon violation of
this provision by Provider.
0
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.
a
(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. r-
(d) Meet all requirements for retaining public records and transfer, at no cost, to Monroe
County all public records in possession of the agreement or 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 E
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.
Key Largo Chamber of Commerce
Visitor Information Services—FY 2017
ID#: 1677
6
Packet Pg. 1338
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
0
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 E
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.
U)
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 conceming discrimination.
15. INSURANCE: The Provider shall maintain the following required insurance �s
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 E
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
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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
0
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. E
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 E
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: �s
$ 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
Key Largo Chamber of Commerce
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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. 0
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.
a
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 U
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 1026
Key West, FL 33040 Key West, FL 33041
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E.5.a
FOR PROVIDER
President �s
Key Largo Chamber of Commerce
106000 Overseas Highway
Key Largo„ FL 33037
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 contract or purchase price, or otherwise recovery the full amount of any fee, 0
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, �s
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 E
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.
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E.5.a
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 E
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 TDCIBOCC covenant that E
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: 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 E
officers, agents, volunteers, or employees outside the territorial limits of the COUNTY.
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Key Largo Chamber of Commerce
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tN WITNESS WHEREOF, the parties ' a,i k have GXWAed this sworn d the day
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E.5.a
Exhibit A
Mail Fulfillment Required Data
o Name
o Business Name (if Travel Agent or Business Address) 6
o Street Address
o Zip Code
o City
o State or Province
o County(if non U.S.)
0
Visitor Information Survey
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 1. Weddings
Real Estate/Relocation k„ Coupon Book
1. Guided/Nature Tours m. Water Sports
n. Cultural Events/Theatre/Music o. Fishing Tournament
p. Honeymoons q. Kids/FamilyNacations
r. Weather
o What kinds of accommodations are you interested in? E
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?
o How are will you be traveling?
a. Commercial Airline b. Private Plane
c. Automobile d. Tour bus
d. RV e. Private Boat �s
f. Cruise ship g. Fly/Drive >
h. Undecided
o How long will you stay?
o How many people will be in your travel party? Children under 17? o
o 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? e
Generic type and specific source.
o Would you like a brochure?
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Exhibit B
Generic Destination �s
Frequently Asked Visitor Questions &Appropriate Responses �
Q.1. How long does it take to see the entire Florida Keys?
A.I. About one to two weeks
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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 0
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 �s
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
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months and are lowest generally during the fall. However, special events or holidays
can affect prices.
Q.6, I've heard there is a hurricane/tropical storm headed for the Florida Keys, how can
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 �s
also tune into the Weather Channel for the Tropical update at 50 minutes past the o
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. E
Q.B. What types of accommodations do you have?
Q.& 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? E
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 E
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: �s
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? o
Q.14. Are there any pet friendly accommodations?
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