10/16/2019 Agreement "
Gs3zco?!11.4
4: ° #, Kevin Madok, CPA
•• = Clerk of the Circuit Court&Comptroller— Monroe County, Florida
DATE: November 7, 2019
TO: Ammie Machan,Administrative Assistant
Tourist Development Council
FROM: Pamela G. Hanco.. tI.C.
SUBJECT: October 16th BOCC Meeting
Attached are electronic copies of the following items for your handling:
F19 District I Destination Event Funding Agreements, as follows: Lazy Dog Adventures,
LLC, Key West Paddle Classic, in the amount of$10,000.00; and MultiRace LLC, Southernmost
Marathon Key West Running Festival, in the amount of$25,000.00.
F29 Agreement with the Ameurop Group, Inc., as a sole source provider of multilingual
tourist assistance 24 hours a day; 7 days a week; 365 days a year, and exclude from competitive
solicitation.
Should you have any questions, please feel free to contact me at(305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING
500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road
Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070
305-294-4641 305-289-6027 305-852-7145 305-852-7145
AGREEMENT
THIS AGREEMENT (Agreement), made and entered into this 141" day of
OCA IDer , 2019, by and between MONROE COUNTY, FLORIDA, (hereinafter
called the County), and The Ameurop Group, Inc. (hereinafter called the Contractor).
WITNESSETH:
WHEREAS, the County wishes to enter into this Agreement with Contractor to
provide a multilingual tourist assistance service for the Florida Keys; and
WHEREAS, the Contractor has successfully provided multilingual tourist
assistance services on behalf of the County and Tourist Development Council since
1994; and
WHEREAS, the Contractor is the only entity that provides multilingual tourist
assistance for twenty-four (24) hours, seven (7) days a week, three hundred and sixty-
five (365) days a year; and
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 (3) years beginning
December 1, 2019 and expiring on November 30, 2022. The County shall have an
option to extend the Agreement for one additional two (2) year period.
2. Scope of Services: The Contractor shall provide multilingual visitor
assistance services for the County as described below:
a) Provide multi-lingual tourist assistance (all major languages of the world)
regarding all questions or problems a visitor may encounter in the Florida
Keys or if the visitor is traveling from or to the Florida Keys via toll free 800
lines.
b) The service will be available 24 hours; 7 days a week; 365 days a year.
c) The phones will be answered always live - no recordings.
d) Assistance will be provided in case,of medical needs.
e) Assistance will be provided in case of law enforcement needs.
f) Language assistance will be provided with business-related problems or
inquiries (lodging, attractions, restaurants, shopping, etc.).
g) Transportation directions provided to all areas within the Florida Keys to
include attractions, hotels, diving or boat charters, restaurants, shops, etc.
h) Transportation directions provided from major Florida cities to the Florida
Keys and vice versa.
i) The Florida Keys 800 assistance number 1-800-771-KEYS (5397), a
Contractor owned and registered number, will be exclusively used to serve
1
Ameurop Group, Inc.
ID#: 2446
the Florida Keys for the life of the Agreement and will be accessible
throughout the State of Florida.
j) Contractor will provide as many additional phone lines (same number 1-800-
771-KEYS) and as many additional operators in case of any emergency or
crisis situation in the Florida Keys as needed to handle the calls live and with
no recordings or busy signals.
k) Contractor will provide monthly call reports listing the caller's name, origin
and the reason for the call. In case of emergency situations like hurricanes,
where there may be an increase in the number of calls, the report may show
the number of calls and a single name.
The Contractor warrants that it is authorized by law to engage in the performance of
the activities herein described, subject to the terms and conditions set forth in this
Agreement. The Contractor shall at all times exercise independent, professional
judgment and shall assume professional responsibility for the services to be provided.
The Contractor shall provide services using the following standards, as a minimum
requirement:
I. The Contractor shall maintain adequate staffing levels to provide the services
required under the contract.
II. The personnel shall not be employees of or have any contractual relationship
with the County
III. All personnel engaged in performing services under this Agreement shall be
fully qualified, and, if required, to be authorized or permitted under State and
local law to perform such services.
MONTHLY REPORTS
Ameurop Travel Services shall provide to TDC Administrative Office, 1201 White
Street, Suite 102, Key West, Florida, monthly reports and documentation of results of
services every month, within twenty days of the end of the month. Monthly reports shall
show, at a minimum, dates, names and addresses of the tourists assisted.
3. Compensation: Contractor's fee shall be Eighteen Thousand Dollars ($18,000)
per year as specified which shall be paid in monthly installments of Fifteen Hundred
dollars ($1,500) after proof that service has been provided. Monroe County's
performance and obligation to pay under this Agreement is contingent upon an annual
appropriation by the County.
4. Contractor's Acceptance of Conditions: The Contractor hereby agrees to
carefully examine the scope of services and assumes full responsibility therefore.
Under no circumstances, conditions or situations shall this Agreement be more strongly
construed against the County than against the Contractor.
2
Ameurop Group, Inc.
ID#: 2446
• .
A. Any ambiguity or uncertainty in the scope of services shall be interpreted and
construed by the County, and the County's decision shall be final and binding
upon all parties.
B. The passing, approval and/or acceptance by the County of any of the
services furnished by the Contractor shall not operate as a waiver by the County
of strict compliance with the terms of this Agreement. Failure on the part of the
Contractor, immediately after Notice to Correct a default, shall entitle the County,
if it sees fit, to correct the same and recover the reasonable cost of such
replacement and/or repair from the Contractor. Contractor shall be liable for all
damage, loss and expense caused to the County by reason of the Contractor's
breach of this Agreement and/or his failure to comply strictly with this Agreement
and with the specifications.
C. The Contractor agrees that the TDC may designate representatives to visit
the Contractor's facility(ies) periodically to conduct random open file evaluations
during the Contractor's normal business hours.
D. The Contractor warrants that it has, and shall maintain throughout the term
of this Agreement, appropriate licenses and permits required to conduct its
business, and that it will at all times conduct its business activities in a reputable
manner. Proof of such licenses and permits shall be submitted to the County
upon request.
5. Contractor's Financial Records: Contractor shall maintain all books, records and
documents directly pertinent to performance under this Agreement in accordance with
generally accepted accounting principles consistently applied. Each party to this
Agreement or their authorized representatives shall have reasonable and timely access
to such records of each other party to this Agreement for public records purposes
during the term of the Agreement and for four years following the termination of this
Agreement.
6. Public Records Compliance: Contractor must comply with Florida public records
laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article
I of the Constitution of Florida. The County and Contractor shall, allow and permit
reasonable access to, and inspection of, all documents, records, papers, letters or
other "public record" materials in its possession or under its control subject to the
provisions of Chapter 119, Florida Statutes, and made or received by the County and
Contractor in conjunction with this contract and related to contract performance. The
County shall have the right to unilaterally cancel this contract upon violation of this
provision by the Contractor. Failure of the Contractor to abide by the terms of this
provision shall be deemed a material breach of this contract and the County may
enforce the terms of this provision in the form of a court proceeding and shall, as a
3
Ameurop Group, Inc.
ID#: 2446
prevailing party, be entitled to reimbursement of all attorney's fees and costs
associated with that proceeding. This provision shall survive any termination or
expiration of the contract.
The Contractor is encouraged to consult with its advisors about Florida Public
Records Law in order to comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the
Contractor is required to:
(1) Keep and maintain public records that would be required by the County
to perform the service.
(2) Upon receipt from the County's custodian of records, provide the
County with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed
the cost provided in this chapter or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt
from public records disclosure requirements are not disclosed except as
authorized by law for the duration of the contract term and following
completion of the contract if the contractor does not transfer the records to
the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all
public records in possession of the Contractor or keep and maintain public
records that would be required by the County to perform the service. If the
Contractor transfers all public records to the County upon completion of the
contract, the Contractor shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure
requirements. If the Contractor keeps and maintains public records upon
completion of the contract, the Contractor shall meet all applicable
requirements for retaining public records. All records stored electronically
must be provided to the County, upon request from the County's custodian
of records, in a format that is compatible with the information technology
systems of the County.
(5) A request to inspect or copy public records relating to a County contract
must be made directly to the County, but if the County does not possess the
requested records, the County shall immediately notify the Contractor of the
request, and the Contractor must provide the records to the County or allow
the records to be inspected or copied within a reasonable time.
4
Ameurop Group, Inc.
ID#: 2446
If the Contractor does not comply with the County's request for records, the
County shall enforce the public records contract provisions in accordance
with the contract, notwithstanding the County's option and right to unilaterally
cancel this contract upon violation of this provision by the Contractor. A
Contractor who fails to provide the public records to the County or pursuant
to a valid public records request within a reasonable time may be subject to
penalties under section119.10, Florida Statutes.
The Contractor shall not transfer custody, release, alter, destroy or otherwise
dispose of any public records unless or otherwise provided in this provision
or as otherwise provided by law.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO
THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC
RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT
PHONE# 305-292-3470 BRADLEY-BRIAN(&,MONROECOUNTY-
FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH
Street, SUITE 408, KEY WEST, FL 33040.
7. Hold Harmless: The Contractor covenants and agrees to indemnify and hold
harmless the County and the TDC from any and all claims for bodily injury (including
death), personal injury and property damage (including property owned by Monroe
County) and any other losses, damages and expenses (including attorney's fees)which
arise out of, in connection with, or by reason of services provided by the Contractor or
any of its subcontractors in any tier, occasioned by the negligence, errors or other
wrongful act of omission of the Contractor or its subcontractors in any tier, their
employees or agents.
8. Independent Contractor: At all times and for all purposes under this Agreement
the Contractor is an independent Contractor and not an employee of the County. No
statement contained in this Agreement shall be construed so as to find the Contractor
or any of his employees, contractors, servants or agents to be employees of the
County.
9. Nondiscrimination: County and Grantee agree that there will be no
discrimination against any person, and it is expressly understood that upon a
determination by a court of competent jurisdiction that discrimination has occurred, this
Agreement automatically terminates without any further action on the part of any party,
5
Ameurop Group, Inc.
ID#: 2446
effective the date of the court order. County or Grantee agree to comply with all Federal
and Florida statutes, and all local ordinances, as applicable, relating to
nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights
Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color,
religion, sex and national origin; 2) Title IX of the Education Amendment of 1972, as
amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on
the basis of sex; 3) Section. 504 of the Rehabilitation Act of 1973, as amended (20 USC
s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age
Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits
discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of
1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug
abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment
and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination
on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912,
ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to
confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights
Act of 1968 (42 USC ss. 3601 et seq.), as amended, relating to nondiscrimination in
the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990
(42 USC s. 12101 ), as maybe amended from time to time, relating to nondiscrimination
on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which
prohibits discrimination on the basis of race, color, sex, religion, national origin,
ancestry, sexual orientation, gender identity or expression, familial status or age; 11)
any other nondiscrimination provisions in any Federal or state statutes which may apply
to the parties to, or the subject matter of, this Agreement.
10. Assignment/Subcontract: The Contractor shall not assign or subcontract its
obligations under this Agreement, except in writing and with the prior written approval
of the County and Contractor, which approval shall be subject to such conditions and
provisions as the County may deem necessary. This paragraph shall be incorporated
by reference into any assignment or subcontract and any assignee or subcontractor
shall comply with all of the provisions of this Agreement.
11. Compliance with Law: In providing all services/goods pursuant to this
Agreement, the Contractor shall abide by all statutes, ordinances, rules and regulations
pertaining to, or regulating the provisions of, such services, including those now in
effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and
regulations shall constitute a material breach of this Agreement and shall entitle the
County to terminate this Agreement immediately upon delivery of written notice of
termination to the Contractor. The Contractor shall possess proper licenses to perform
work in accordance with these specifications throughout the term of this Agreement.
12. Disclosure and Conflict of Interest: The Contractor represents that it, its directors,
principles and employees, presently have no interest and shall acquire no interest,
6
Ameurop Group, Inc.
ID#: 2446
either direct or indirect, which would conflict in any manner with the performance of
services required by this Agreement, as provided in Sect. 112.311, et seq., Florida
Statutes. County agrees that officers and employees of the County recognize and will
be required to comply with the standards of conduct for public officers and employees
as delineated in Section 112.313, Florida Statutes, regarding, but not limited to,
solicitation or acceptance of gifts; doing business with one's agency; unauthorized
compensation; misuse of public position, conflicting employment or contractual
relationship; and disclosure or use of certain information.
Upon execution of this Agreement, and thereafter as changes may require, the
Contractor,shall notify the County of any financial interest it may have in any and all
programs in Monroe County which the Contractor sponsors, endorses, recommends,
supervises or requires for counseling, assistance, evaluation or treatment. This
provision shall apply whether or not such program is required by statute, as a condition
of probation, or is provided on a voluntary basis.
The County and Contractor warrant that, in respect to itself, it has neither employed
nor retained any company or person, other than a bona fide employee working solely
for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any
person, company, corporation, individual or firm, other than a bona fide employee
working solely for it, any fee, commission, percentage, gift or other consideration
contingent upon or resulting from the award or making of this Agreement. For the
breach or violation of the provision, the Contractor agrees that the County shall have
the right to terminate this Agreement without liability and, at its discretion, to offset from
monies owed, or otherwise recover the full amount of such fee, commission,
percentage, gift or consideration.
13. Arrears: The Contractor shall not pledge the County's credit or make it a
guarantor of payment or surety for any agreement, debt, obligation, judgment, lien or
any form of indebtedness. The Contractor further warrants and represents that it has
no obligation or indebtedness that would impair its ability to fulfill the terms of this
Agreement.
14. Notice Requirement: 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 TDC: Maxine Pacini
Monroe County TDC
1201 White Street#102
Key West, FL 33040
FOR COUNTY: Christine Limbert-Barrows,
Assistant County Attorney
7
Ameurop Group, Inc.
ID#: 2446
PO Box 1026
Key West, FL 33041-1026
FOR CONTRACTOR: The Ameurop Group, Inc.
P.O. Box 273095
Tampa, FL 33688-3095
15. Taxes: The County is exempt from payment of Florida State Sales and Use
taxes. The Contractor shall not be exempted by virtue of the County's exemption from
paying sales tax to its suppliers for materials used to fulfill its obligations under this
Agreement, nor is the Contractor authorized to use the County's Tax Exemption
Number in securing such materials. The Contractor shall be responsible for any and
all taxes, or payments of withholding, related to services rendered under this
Agreement.
16. Termination:
A. The County may terminate this Agreement for cause with seven (7) days'
notice to the Contractor. Cause shall constitute a breach of the obligations of
the Contractor to perform the services enumerated as the Contractor's
obligations under this Agreement.
B. Either of the parties hereto may terminate this Agreement without cause by
giving the other party sixty (60) days written notice of its intention to do so.
17. Governing Law, Venue, Interpretation, Costs and Fees:
A. 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.
B. In the event that any cause of action or administrative proceeding is instituted
for the enforcement or interpretation of this Agreement, the County and
Contractor agree that venue will lie in the appropriate court or before the
appropriate administrative body in Monroe County, Florida.
D. Severability. If any term, covenant, condition or provision of this Agreement
(or the application thereof to any circumstance or person) shall be declared
invalid or unenforceable to any extent by a court of competent jurisdiction, the
remaining terms, covenants, conditions and provisions of this Agreement, shall
not be affected thereby; and each remaining term, covenant, condition and
provision of this Agreement shall be valid and shall be enforceable to the fullest
extent permitted by law unless the enforcement of the remaining terms;
8
Ameurop Group, Inc.
ID#: 2446
covenants, conditions and provisions of this Agreement would prevent the
accomplishment of the original intent of this Agreement. The County and
Contractor agree to reform the Agreement to replace any stricken provision with
a valid provision that comes as close as possible to the intent of the stricken
provision.
E. Attorney's Fees and Costs. The County and Contractor agree that in the
event any cause of action or administrative proceeding is initiated or defended
by any party relative to the enforcement or interpretation of this Agreement, the
prevailing party shall be entitled to reasonable attorney's fees, court costs,
investigative and out-of-pocket expenses, as an award against the non-
prevailing party, and shall include attorney's fees, courts costs, investigative and
out-of-pocket expenses in appellate proceedings. Mediation proceedings
initiated and conducted pursuant to this Agreement shall be in accordance with
the Florida Rules of Civil Procedure and usual and customary procedures
required by the circuit court of Monroe County.
F. Adjudication of Disputes or Disagreements. County and Contractor agree
that all disputes and disagreements shall be attempted to be resolved by meet
and confer sessions between representatives of each of the parties. If the issue
or issues are still not resolved to the satisfaction of the parties, then any party
shall have the right to seek such relief or remedy as may be provided by this
Agreement or by Florida law.
G. 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, County and Contractor agree to participate, to the extent
required by the other party, in all proceedings, hearings, processes, meetings
and other activities related to the substance of this Agreement or provision of
the services under this Agreement. County and Contractor specifically agree
that no party to this Agreement shall be required to enter into any arbitration
proceedings related to this Agreement.
18. Binding Effect: The terms, covenants, conditions and provisions of this
Agreement shall bind and inure to the benefit of the County and Contractor and their
respective legal representatives, successors and assigns.
19. Authority: Each party represents and warrants to the other that the execution;
delivery and performance of this Agreement have been duly authorized by all
necessary County and corporate action, as required by law.
20. Claims for Federal or State Aid: Contractor and County agree that each shall
be, and is, empowered to apply for, seek and obtain Federal and State funds to further
9
Ameurop Group, Inc.
ID#: 2446
the purpose of this Agreement.Any conditions imposed as a result of funding that effect
this Agreement will be provided to each party.
21. 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.
22. Legal Obligations and Responsibilities: Non-Delegation of Constitutional or
Statutory Duties. This Agreement is not intended to, nor shall it be construed as,
relieving any participating entity from any obligation or responsibility imposed upon the
entity by law except to the extent of actual and timely performance thereof by any
participating entity, in which case the performance may be offered in satisfaction of the
obligation or responsibility. Further, this Agreement is not intended to, nor shall it be
construed as, authorizing the delegation of the constitutional or statutory duties of the
County, except to the extent permitted by the Florida constitution, state statute and
case law.
23. Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon
the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-
party claim or entitlement to or benefit of any service or program contemplated
hereunder, and the County and the Contractor agree that neither the County nor the
Contractor or any agent, officer or employee of either shall have the authority to inform,
counsel or otherwise indicate that any particular individual or group of individuals, entity
or entities, have entitlements or benefits under this Agreement separate and apart,
inferior to, or superior to the community in general or for the purposes contemplated in
this Agreement.
24. Attestations: Contractor agrees to execute such documents as the County may
reasonably require, to include a Public Entity Crime Statement, an Ethics Statement
and a Drug-Free Workplace Statement.
25. No Personal Liability: No covenant or agreement contained herein shall be
deemed to be a covenant or agreement of any member, officer, agent or employee of
Monroe County in his or her individual capacity, and no member, officer, agent or
employee of Monroe County shall be liable personally on this Agreement or be subject
to any personal liability or accountability by reason of the execution of this Agreement.
26. Execution in Counterparts: This Agreement may be executed in any number of
counterparts, each of which shall be regarded as an original, all of which taken together
10
Ameurop Group, Inc.
ID#: 2446
shall constitute one and the same instrument and any of the parties hereto may execute
this Agreement by singing any such counterpart.
27. 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.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
11
Ameurop Group, Inc.
ID#: 2446
r
,
„ ti I ESS WHEREOF, the parties hereto have caused this Agreement to be
cke - K . c e day and year first above written.
e� fie, 9.1)P./,3% -
t ,
da" :o Board of County Commissioners
1 '-t ° Madok Ci'erk o . onroe County
00,,,---,:--,-,w4 ‘.*.e,,,-., -11°Cei'a '-'
Mgq
Deputy Clerk May Chairman
(To be filled out by The Ameurop Group, Inc.)
The Ameurop Group, Inc.
�
-r , *Idyl, of ct- r-
pm. Q ''n
President r)=°.! r .
r, t c-_
z1
(-72aZc-,/e le Jet(4 re/i ex e,7 i , e.9 'I a r? 7E.--0 Ma. =ri
Print Name Date - `' °?
AND TWO WITNESSES cm
(1) luct., V ,P 'L (2)
(1) - -- : Pkoc; 1. (2) i . f Print Name 1—
Print Name Date: 0 .. 4 &q Date: .-ig- :get •
MONROE COUNTY ATTORNEY
AP VFW AS O F RM:
CHRISTINE LIMBERT-BARROWS
ASSISTANT CO ATTORNEY
DATE:
i
12
Aineurop Gip,Inc.
ID#: 2446