Item E13 E.13'
J �� BOARD OF COUNTY COMMISSIONERS
County of Monroe r�l Mayor Heather Carruthers,District 3
Mayor Pro Tem Michelle Coldiron,District 2
The Florida s Ke
yl €d� Craig Cates,District I
\J? David Rice,District 4
Sylvia J.Murphy,District 5
County Commission Meeting
July 15, 2020
Agenda Item Number: E.13
Agenda Item Summary #7049
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 Extend Agreement with Axis
Travel Marketing, LTD to provide European travel services to September 30, 2022
ITEM BACKGROUND: The current Agreement with Axis Travel Marketing, Ldt. To provide
European travel services expires on September 30, 2020. Within the Agreement is the option to
extend the Agreement for an additional two (2) year period to September 30, 2022. Attached is the
amendment to extend Agreement to September 30, 2022.
TDC approved same at their meeting of June 10, 2020
PREVIOUS RELEVANT BOCC ACTION: BOCC approved original Agreement at their meeting
of August 16, 2017
CONTRACT/AGREEMENT CHANGES:
Amendment to Extend Agreement
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Axis Amedment and Original Agreement
FINANCIAL IMPACT:
Effective Date: October 1, 2017
Expiration Date: September 30, 2022
Total Dollar Value of Contract: $200,000
Total Cost to County: No Cost to County
Current Year Portion: $100,000
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Budgeted: Yes
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:
07/15/20 116-76065 - TDC PROMO & ADV 116 $100,000.00
REVIEWED BY:
Maxine Pacini Completed 06/19/2020 9:58 AM
Christine Limbert Completed 06/19/2020 11:48 AM
Purchasing Completed 06/19/2020 11:59 AM
Budget and Finance Completed 06/22/2020 4:44 PM
Maria Slavik Completed 06/22/2020 4:46 PM
Kathy Peters Completed 06/24/2020 10:12 AM
Board of County Commissioners Pending 07/15/2020 9:00 AM
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AMENDMENT (1st AMENDMENT) TO AGREEMENT
THIS AMENDMENT to Agreement dated the day of 2020, 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 Axis Travel Marketing, Ltd, a corporation organized and operating under
the laws of the United Kingdom (hereinafter called the Contractor).
WHEREAS, an Agreement was entered into on August 16, 2017 between the parties
for Contractor to provide European Travel Services in the United Kingdom; Ireland;
Scandinavia; Italy; France; Germany; Austria; Switzerland; Benelux and Holland which
promote tourism; and
WHEREAS, the original agreement with Contractor provides an option of extending the
Agreement for two (2) years under the same terms and conditions subject to negotiation of
monetary terms; and
WHEREAS, The parties desire to exercise the option to extend the Agreement for a two
(2) year period under the same terms, conditions and compensation; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein the
parties agree to the amend the Agreement as follows:
1. Paragraph 1 of the Agreement shall be revised to read: Term: The Agreement shall
expire on September 30, 2022 E
2. The remaining provisions of the contract dated August 16, 2017 shall remain in full force
and effect.
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REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Amendment#1
Axis Travel and Marketing
Contract#: 1875
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IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first
above written.
(SEAL) Board of County Commissioners
Attest: Kevin Madok, Clerk of Monroe County
As Deputy Clerk Mayor/Chairman.
MONROE COUNTY ATTORNEY '
�P 3PRR v�o As To�a a:
CHRISTTNE LIMBERT•BARROWS ¢,
ASSI STANT COUNTY ATTORNEY
DATE.. 6/15/20
Axis Travel and Marketing, LTD.
By
President
Print Name
AND TWO WITNESSES �
(1) (2 6 2,��> )
(1)�DpfV 91) 4-i ►rL' (2) NICk
Print Name Print Name
Date Date
Amendment#1
Axis Travel and Marketing
Contract#; 1875
L '
EUROPEAN SALES AGREEMENT cc
THIS AGREEMENT ("Agreement") is entered into this day ofAL1 Qb�� 2017, by and
between Monroe County, a political subdivision of the state of Florida, ("Cou ") and Axis Travel
Marketing, Ltd, a corporation organized and operating under the laws of -the United
Kingdom (hereinafter called the Contractor).
WITNESSETH:
WHEREAS, Contractor is based in- the United Kingdom and is qualified to . provide
European Travel Services in the United Kingdom; Ireland; Scandinavia; Italy; France; Germany;
Austria; Switzerland; Benelux and Holland which promote tourism; and
WHEREAS, the Monroe County Tourist Development Council (TDC) is an advisory body to
County and has recommended to County that Contractor be awarded an Agreement for European
travel agency services in the United Kingdom; Ireland; Scandinavia; Italy; France; Germany;
Austria; Switzerland; Benelux; Holland and
WHEREAS, County desires to enter into this Agreement for European travel services with
the Contractor;
NOW, THEREFORE, the parties agree as follows:
1. Term: The term of this Agreement is for a period of three (3) years beginning October 1,
2017 and expiring on September 30, 2020. Following the third year, the County and the
"Contractor" shall have the option of renewing this Agreement for two (2) years under the 0
same conditions subject to negotiation of monetary terms. Monroe County's performance
and obligation to pay under this Agreement is contingent upon an annual appropriation by
the BOCC.
2. Scope of Services: In consideration of the base monthly contractual amount, Contractor E
shall provide the following services to promote the Florida Keys as a primary destination in
Florida on behalf of Monroe County for travelers from the United Kingdom; Ireland;
Scandinavia; Italy; France; Germany; Austria; Switzerland; Benelux; Holland and other
European markets as outlined in the TDC's annually approved marketing plan.
• Provide services to develop a sales and marketing campaign for the Florida Keys in the
United Kingdom, Ireland, Scandinavia, Italy, France, Germany, Austria, Switzerland,
Benelux, Holland, and other international markets as outlined in the annual marketing
plan.
• Provide administrative offices, staff, promotional materials and promotional services. in
the United Kingdom, Ireland, Scandinavia, Italy, France, Germany, Austria, Switzerland,
Benelux, Holland, and other international markets as outlined in the annual marketing
plan.
• Provide travel trade (tour operators, travel agencies, meeting planners) and consumer
marketing assistance, materials, and training to help develop travel to the Florida Keys.
• Provide trade and consumer promotional fulfillment program.
• Provide telephone and e-mail information services assistance program.
• Provide photo library to assist travel industry.
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• Provide promotional assistance to Airline Industry that support travel to the Florida
Keys.
• Provide staff services to travel trade, MICE market and consumer shows as outlined in
the Sales and Marketing Plan and as directed by the Director of Sales.
• Provide recommended advice to TDC staff on markets, trends, issues and economic
forecasts.
• Provide quarterly .reports on consumer confidence, economic indicators, and business
trends.
• Provide monthly reports to the TDC.
• Provide translation services for promotional materials and events as directed by the
Director of Sales.
• Conduct minimum monthly conference calls with Director of Sales regarding sales
activities, opportunities, and updates on promotional events.
• Provide Director of Sales with a show re-cap (trip report) after each promotional event to
weigh its effectiveness and recommend future participation.
• Act as liaison with TDC Public Relations Agency in applicable markets.
• Act as liaison with Visit Florida offices where applicable.
• Act as liaison with TDC Advertising and Web Provider agencies of record.
• Provide administrative services expenses such as telephone, fax, email, and web based E
communication (Skype, FaceTime, etc.), courier services, and copy machine.
• Provide review and recommendations for website within specific markets.
• Provide review and recommendations for content on social networking sites within
specific markets.
• Provide representation and act as liaison with various Visit USA Committees. 0
• Act as liaison with our fulfillment houses with regard to promotional material inventory.
• Provide bi-annual review and update to Travel Agent Educational Portals where
applicable.
• Provide annual Tour Operator Inventory Report.with year-on-year comparison.
• Provide annual report on the marketing goals set within the previous fiscal year. Report
would list goals, action taken, how they were achieved and reasons why certain goals
may not have been completed.
• Provide the establishment and management of Agreements with a sub-agency in
Germany for European/International markets and programs, and other. European
agencies as directed by the TDC Marketing Director (All sub-agencies to be pre-
approved by the TDC Marketing Director).
3. Monthly Reports: Contractor shall provide to TDC Administrative Office, 1201 White
Street, Suite 102, Key West, Florida, monthly reports and document the results of services
each month of the year. Reports shall include all of the following:
• Sales reports on attended trade shows
• Number of sales calls carried out
• Number of enquiries received
• Number of fulfillment packs issued
• New Product Development reports
• Market Trends and news from Travel Trade where applicable
• Financial Trends and News from European Travel Trade
• Future calendar of promotional events
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• Feedback from tour operators regarding booking trends
• Monthly invoices
4. Compensation: Contractor shall be compensated in an amount of $100,000 (One
Hundred Thousand Dollars) per year, excluding any reimbursable expenses to perform the
Scope of Services. The Contractor shall submit to the TDC Administrative Office eleven
(11) monthly billings for $8,333.34 (Eight Thousand, Three Hundred and Thirty Three
Dollars and Thirty Four Cents), and one (1) billing for $8,333.26 (Eight Thousand, Three
Hundred and Thirty Three Dollars and Twenty Six Cents) for staff and contracted services
in arrears. Payments and reimbursable costs to agency shall be sent by County via wire
directly to Ms. Emma Cashmore, Raworth House, 36 Sydenham Road, Croydon, UK
CRO 2EF. Reimbursable costs to sub-agency if applicable shall be sent by County via wire
directly to Sub Agency Get It Across Marketing, Neumarkt 33, Koln, Germany 50667.
Reimbursable expenses to perform the Scope of Services must be supported by necessary
documentation and are as follows:
• Trade Show registrations
• Trade Show Exhibit expenses
• Coordination fee for presentation for trade shows, exhibits, special projects, sales calls
and other promotional activities as outlined by the marketing plan and/or directed by the
Director of Sales
• Special Promotions/affinity marketing
• Travel and Entertainment
• Postage, Courier and Carriage expenses
• Promotional Materials
• Industry Memberships
• Printing costs
• Translations of text for materials
• Long distance telephone/fax expenses
• Courier expenses
• Other operating expenses as outlined and approved each year within the annual
Marketing Plan
Payment of compensation and reimbursable expenses is subject to availability of Tourist
Development Tax Funds. Monroe County's performance and obligation to pay under this
Agreement is contingent upon an annual appropriation by the County.
5. 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.
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
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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, who in any event shall be jointly
and severely liable to the County for all damage, loss and expense caused to the County by
reason of the Contractor's breach of this Agreement and/or his/her failure to comply strictly
and in all things 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.
6. Exclusive Representation: Contractor agrees that it will not represent any private resort or
attraction or other destination within Monroe County or other county or city destinations within the
State of Florida without approval from the TDC and County.
7. 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 d
the termination of this Agreement. If an auditor employed by the County or Clerk determines that
monies paid to the Contractor pursuant to this Agreement were spent for purposes not authorized by
this Agreement, the contractor shall repay the monies together with interest calculated pursuant to
Sec. 55.03, Florida Statute, running from the date the monies were paid to Contractor.
8. 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 E
control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the
County and Contractor in conjunction with this Agreement and related to Agreement performance.
The County shall have the right to unilaterally cancel this Agreement 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 Agreement and the County may enforce the terms of this provision in the form
of a court proceeding and shall, as a 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 Agreement.
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 Agreement, the Contractor is required
to:
(1) Keep and maintain public records that would be required by the County to perform the service.
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(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
Agreement term and following completion of the Agreement if the contractor does not transfer the
records to the County.
(4) Upon completion of the Agreement, 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 Agreement, 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 Agreement, 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 Agreement 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.
If the Contractor does not comply with the County's request for records, the County shall enforce the
public records Agreement provisions in accordance with the Agreement, notwithstanding the County's
option and right to unilaterally cancel this Agreement 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 E
public records request within a reasonable time may be subject to penalties under section119.10,
Florida Statutes.
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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. 0)
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 AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN
BRADLEY AT PHONE# 305-292-3470 BRADLEY-BRIAN(aD-MONROECOUNTY-FL.GOV, MONROE
COUNTY ATTORNEY'S OFFICE 1111 12T" Street, SUITE 408, KEY WEST, FL 33040.
9. 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.
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10. 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/her employees, contractors,
servants or agents to be employees of the County.
11. Nondiscrimination: The parties 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, effective the date of the court order. The parties 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
prohibit discrimination in employment on the basis of race, color, religion, sex and national origin; 2)
Title IX of the Education Amendment of 1972, as amended (20 USC §§ 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 § 794), which prohibits discrimination on the basis of handicaps; 4). The Age
Discrimination Act of 1975, as amended (42 USC §§ 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 2
1912, §§ 523 and 527 (42 USC §§ 690dd-3 and 290ee-3), as amended, relating to confidentiality of
alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC §§ 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 §§ 1201), as amended from time to time, relating to
nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 13,
Article VI, which prohibits discrimination on the basis of race, color, sex, religion, national origin,
ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) any other 5
nondiscrimination provisions in any Federal or State statutes which may apply to the parties to, or the
subject matter of this Agreement.
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12. Assignment/Sub-Agreement: 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.
13. 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.
14. Disclosure and Conflict of Interest: The Contractor represents that it, its directors, principles
and employees, presently have no interest and shall acquire no interest, either direct or indirect,
which would conflict in any manner with the performance of services required by this Agreement, as
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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
Contractor, 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 E
otherwise recover the full amount of such fee, commission, percentage, gift or consideration.
15. 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 0
impair its ability to fulfill the terms of this Agreement.
16. Notice Requirement: Any notice required or permitted under this Agreement shall be in writing 5
and hand delivered or mailed, postage prepaid, to the other party by certified mail, return receipt
requested, to the following:
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FOR TDC: Maxine Pacini
Monroe County TDC
1201 White Street#102
Key West, FL 33040
FOR COUNTY: Christine Limbert-Barrows,
Assistant County Attorney
PO Box 1026
Key West, FL 33041-1026
FOR CONTRACTOR: Emma Cashmore
Raworth House
36 Sydenham Road
Croydon, UK CRO 2EF
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17. 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.
18. 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 ninety (90) days written notice of its intention to do so.
19. Governinq 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. E
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. 0
c) The County and Contractor agree that, in the event of conflicting interpretations of the terms or
a term of this Agreement by or between any of them, the issue shall be submitted to mediation 0)
prior to the institution of any other administrative or legal proceeding.
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, 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
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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.
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20. 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. E
21. 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. -
22. 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 the purpose of this
Agreement; provided that all applications, requests, grant proposals and funding solicitations are not
for funding already provided under this Agreement.
23. 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.
24. 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.
25. 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
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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.
26. Attestations: Contractor agrees to execute such documents as the County may reasonably
require, including a Public Entity Crime Statement, an Ethics Statement and a Drug-Free Workplace
Statement.
27. 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.
28. Insurance: Contractor 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 Contractor to maintain the required E
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
Contractor's failure to maintain the required insurance.
Contractor shall provide, to the County, as satisfactory evidence of the required insurance, either: 0
• 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 Contractor's insurance shall not be construed as relieving the
Contractor from any liability or obligation assumed under this Agreement or imposed by law.
The Monroe County Board of County Commissioners, its employees, TDC Board of Directors 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 on the
County prepared from 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 Contractor shall obtain
Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440.
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In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than:
$100,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease y
$100,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the Agreement.
Coverage shall be provided by a company or companies authorized to transact business in the state
of Florida and the company or companies must maintain a minimum rating of A-V1, as assigned by
the A.M. Best Company.
b) Prior to the commencement of work governed by this Agreement, the Contractor shall obtain
General Liability Insurance. Coverage shall be maintained throughout the life of the
Agreement and include, as a minimum:
• Premises Operations
• 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.
c) Recognizing that the work governed by this Agreement requires the use of vehicles, the
Contractor, prior to the commencement of work, shall obtain Vehicle Liability Insurance.
Coverage shall be maintain throughout the life of the Agreement and include, as a minimum,
liability coverage for:
*Owned, Non-Owned, and Hired Vehicles
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
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d) Recognizing that the work governed by this Agreement involves the furnishing of advice or
services of a professional nature, the Contractor shall purchase and maintain, throughout the
life of the Agreement, Professional Liability Insurance which will respond to damages resulting
from any claim arising out of the performance of professional services or any error or omission
of the Contractor arising out of work governed by this Agreement. The minimum limits of
liability shall be: $250,000 per Occurrence/$500,000 Aggregate.
29. Force Maieure: The Contractor 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 other acts of God, Contractor has exercised reasonable care in the prevention or mitigation of
damages and delay, any such delay or failure shall not constitute a breach of the Agreement. Upon
demand of TDC or.County, the Contractor must furnish evidence of the causes of such delay or
failure.
30. 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 shall constitute one and
the same instrument and any of the parties hereto may execute this Agreement by signing any such
counterpart.
31. Section Headings: Section headings have been inserted in this Agreement as a matter of 2
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.
THIS PORTION OF THE PAGE IS INTENTIONALLY LEFT BLANK
X
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E.13.a
T ILED FOR'RECORO
7010 !UN -S PH I �7
CLERK CIR.CT.
401-a ROE CON NA
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HEREOF, the parties hereto have caused this Agreement to be executed the day
° bove written.
r` Board of County Commissioners
Madok, Clerk of nroe County
Deputy Clerk Mayor/Chairman
(To be filled out by Contractor) E
Axis Travel Marketing, Ltd
By ` _ 0
President
28"
Print Name Date
rAKIqQbT&W%G!WTTiNESS'ES
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(1) W i r1� (2)
(2) IVICOLE FeTITTI
Print Name Print Name
Date: C�16 1 Date: g/OE A01 T
MONROE COUNTY ATTORNEY
PPROVED AS TO FORM:
CHRISTINE M LIMBERT-BARROWS
ASSIS, IM C�j j TI'ATTORNEY
Date
European Sales Agency Agreement.
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