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01/20/2021 Agreement a° w Kevin Madok, CPA Clerk of the Circuit Court& Comptroller—Monroe County, Florida DATE: February 2, 2021 TO: Ahmuie Machan,Administrative Assistant 'lburist Development Council FROM: Pamela G. Hancof.C. SUBJECT: January 20th BOCC Meeting Attached is an electronic copy of die following item for your handling: E2 Agreement with STR, Inc. who is the only entity dial provides local reporting specific to Monroe County accommodations and provides reports pertaining to occupancy and daily average rates on weekly, monthly and an annual basis to the Monroe County Tourist Development Council.The data provides analytical data base information utilized by the Monroe County Tourist Development Council. 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 STR DESTINATION REPORT AGREEMENT THIS AGREEMENT is entered into this 20th day of January 2021 by and between STIR, LLC, located at 735 East Main Street, Hendersonville Tennessee ("STR"), and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS ("BOCC", "County" or "Client"), located at 1100 Simonton Street, Key West, FL 33040, a political subdivision of the State of Florida. WHEREAS, STR is a leader in the lodging research industry and has developed a series of local market reports, which are designed to present data on the relative performance of lodging industry properties in selected competitive markets and segments of the lodging industry; and WHEREAS, the Tourist Development Council ("TDC" ), an advisory board to the BOCC, has recommended that the County enter into an Agreement with STR for the purpose of delivery of goods and services as described in Exhibit A attached hereto; and WHEREAS, this Agreement outlines the obligations and responsibilities of the respective parties participating in the local market, historical trend, track destination, Florida market and other destination report programs as set forth herein; NOW THEREFORE in consideration of the;following mutual covenants, STR and the BOCC agree as follows: 1. DURATION AND TERMINATION: The effective date of this Agreement is January 1, 2021 and shall continue for a period of two (2) years ending on December 31, 2022. No later than sixty (60) days prior to the expiration date of this initial term, STR will provide the BOCC with renewal rates. Thereafter the BOCC has the authority to extend this Agreement for one (1) additional twenty-four(24) month period at the agreed upon rates by providing thirty (30) days prior written notice to STR. Either party may cancel this Agreement without cause by giving the other party sixty (60) days written notice of its intention to do so. In the event that the STR shall be found to be negligent in any aspect of service, the COUNTY shall have the right to terminate this agreement after five days written notification to the STR. If the County determines that STR has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of(1)terminating the Agreement after it has given STR written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 2. REPORTS: As consideration for the payments outlined in Section 3 Payment and Invoice described below and client's subscription to the Destination Reports, Client shall receive monthly Destination Reports and weekly Destination Reports prepared by STR. 1 Smith Travel Research Agreement 2021 ID:2453 Weekly Destination Reports will be forwarded to Client on our about Wednesday of each week. Monthly Destination Reports shall be issued on or about the last week of each month. The reports will be delivered by STIR to a place designated by Client. 3. PAYMENT AND INVOICE: As consideration for subscribing to the Destination Reports, starting in 2021 and for a period of one (1) year, BOCC agrees to pay STR an annual total of$27,700 in quarterly installments of$6,925.00, each payable within ten (10) days of the end of the quarter for which it is due. For the year 2022, BOCC agrees to pay an annual rate which shall be adjusted using the CPI-U for South Florida for year ending December 2021. Annual rate will be automatically adjusted upon submission of supporting documentation with the applicable CPI rate. Invoices shall be submitted to the County with supporting documents, as applicable, that is acceptable to the Clerk. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. The County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Board of County Commissioners. - 4. EXTERNAL SHARING RIGHTS: Client may share data for the current month, and year-to-date, for Client's local area, with Client's Stakeholders. "Stakeholders" means the BOCC, TDC board members, the TDC marketing director, and TDC director of marketing research. If Client shares any STR data in any form, STR must be clearly and conspicuously identified as the source of such data by means of the following notation: SOURCE: STR, LLC REPUBLICATION OR OTHER RE-USE OF THIS DATA WITHOUT THE EXPRESS WRITTEN PERMISSION OF STR IS STRICTLY PROHIBITED. The notation shall appear immediately below or in conjunction with any and all graphs, charts or tables derived from STR Data. If Client wishes to share additional data, or share data with other recipients, Client must execute a Republication Rights Agreement. STR asserts that its data is proprietary to STR. Prior to using local market report data in its publications, advertising or marketing efforts as authorized above, Client agrees to provide STR with a copy of the proposed publication masthead, advertisement, or marketing plan in form and substance acceptable to STIR. Copies of all publications, whether they be electronic or hard copy, containing STR data must be emailed to destininfo@str.com. STR and Client further agree that STR has the right to amend or change the masthead, advertisement, marketing plan or other materials to the extent STR believes is reasonably necessary to comply with the terms and conditions hereof within 48 hours of email to STR. Client need not obtain STR's prior approval for any STR data that is merely paraphrased or summarized in the text of a report or publication, as opposed to set out in tabular or graphic form. 2 Smith Travel Research Agreement 2021 ID:2453 The Destination Reports may only be released to third parties in response to a public record request pursuant to Chapter 119, Florida Statutes STR may seek a judicial protective order to prevent the release of Destinations Reports made in response to public records requests. 5. DEFAULT: In the event that BOCC shall not make payment when due, STR shall be under no obligation to provide Destination Reports to Client until such time as the overdue payment is paid. In the event that payment shall remain unpaid for a period of 60 days after its due date, this Agreement shall automatically terminate and otherwise become null and void, and STR shall have no further obligations; provided, however, that SRT shall have the right to declare past due and past payable sums due under the terms of this Agreement. 6. DEFAULT COSTS: In the event of BOCC's default under the terms of this Agreement, STR shall be entitled to receive from BOCC, in addition to all other amounts due, the cost of collection, including reasonable attorney's fees, incurred in the collection of the past amounts due under the terms of this Agreement. 7. OWNERSHIP OF THE DATA: All of STR's data, without regard to the form or content of the report in which it is incorporated, is, and will be, and shall remain STR's exclusive property and proprietary information. Neither BOCC or Client shall license or sublicense, or in any way claim, in copyright or otherwise, to any of STR's data or information for any reason. The Parties agree that any and all data sets, information, and reports, irrespective of form, prepared by STR and provided to Client are not and do not constitute works for hire under the copywrite laws. STR has the right to authorize and assign publication rights of the Destination Report data under this Agreement to other subscribers of the destination report program. STR recognizes that upon provision of any reports to Client, those documents become public records and are subject to Florida Statutes (F.S.), Chapter 19. Section 119.07(1)(a), F.S. requires the TDC to permit such records to be inspected by any person desiring to do so, and to provide a copy of said record upon payment to Client of a duplication fee. 8. CLIENTS USE OF THE STR DATA: In addition to Client's External Sharing Rights and obligations outlined in Section 4, which have been stated above, Client is authorized to use STR data, results, an/or the Destination Reports in the operation of its business. The Destination Reports and STR data supplied by STR to Client are asserted by STR to be confidential and proprietary information, and the Client shall not disclose the STR data to any persons or entity not authorized in this Agreement or any other writing to receive such information, except when disclosure is required in response to a public records request in accordance with Chapter 119, Florida Statutes. Client shall not make or report any projections regarding room rates, in its advertising or marketing efforts, or in any of its publications, that are based on the information presented in the Destination Reports. Client expressly agrees and understands that STR asserts that the data contained in any and all STR Destination Reports is of extraordinary 3 Smith Travel Research Agreement 2021 ID:2453 value to STR. Furthermore, any and all forecasts and/or projections provided by Client and included with any data belonging to STR shall be clearly and conspicuously referenced and indicate that the projection or forecast is of the Client and not STR so that all associated liability rests on Client and not STR. 9. DISCLAIMER: Client acknowledges the Destination Reports are generated from information received through independent surveys and research from sources considered reliable in the hotel and motel industry. STR will use its best efforts to insure the information contained in the Destination Reports are accurate and complete. STR TAKES NO RESPONSIBILITY FOR THE ACCURACY AND VALIDITY OF THE RAW DATA PROVIDED TO STR FOR USE IN ITS DESTINATION REPORT(S). CLIENT AGREES THAT STR SHALL NOT BE LIABLE FOR DAMAGES INCLUDING CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OF ITS DATA AND/OR THE DESTINATION REPORT(S). STR MAKES, AND CLIENT RECEIVES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE PERFORMANCE OF DATA OR THE RESULTS THAT MAY BE OBTAINED USING THE DATA. ACCORDINGLY, THE DATA IS LICENSED "AS IS" WITHOUT WARRANTY AS TO ITS PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE . THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE DATA IS ASSUMED BY CLIENT. 10. LIMITATION OF CLIENT AND STR LIABILITY: The parties further agree-that in no event shall the Clients and STR's total liability relating to Clients and STR's performance under this Agreement, or any report or data provided to Client by STR, exceed the total of the sums payable by BOCC and received by STR, and in no event shall STR be liable for special, indirect, consequential, incidental, or exemplary damages. 11. MODIFICATION: This Agreement represents the entire understanding between the parties and there are no agreements or understandings either oral or written, other than those set forth in this Agreement. Any modifications to this Agreement shall be in writing signed by both parties. 12. INDEMNIFICATION: STR covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of services provided by Smith Travel Research, occasioned by STR's gross negligence, or knowing or intentional misconduct. Subject to and without waiving the provisions of section 768.28, Florida Statutes, BOCC covenants and agrees to indemnify and hold harmless STR from any losses, damages, and expenses (including attorney's fees) which arise out of, in connection with, or by reason of BOCC's gross negligence of disclosure of or material misuse or misrepresentative of the Destination Reports. 13. INSURANCE: The agency shall maintain the following required insurance throughout the entire term of the contract and any extensions. Failure to comply with 4 Smith Travel Research Agreement 2021 ID:2453 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 agency to maintain the required insurance shall not extend any deadlines specified in this contract and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for agency's failure to maintain the required insurance. The agency shall provide, to the County, as satisfactory evidence of the required insurance, either: Original 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 contract. 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 agency's insurance shall not be construed as relieving the agency from any liability or obligation assumed under this contract 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 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 contract the agency shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440. In addition, the agency shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease $100,000 Bodily Injury by Disease, each employee Coverage shall be maintained throughout the entire term of the contract. 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 contract, the agency shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the contract and include, as a minimum: 5 Smith Travel Research Agreement 2021 ID:2453 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 contract. 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 involves the furnishing of advice or services of a professional nature, the STR 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 STR arising out of work governed by this Agreement. The minimum limits of liability shall be: $300,000 per Occurrence/$500,000 Aggregate. 14. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been placed on the convicted vendor list following a conviction for a 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 bind 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 or real property to public entity, may not be awarded or perform work as a supplier, subcontractor, or consult 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. 15. ETHICS CLAUSE: In accordance with Section 5 (b) Monroe County Code Ordinance No.010-1990, STR warrants that to the best of its knowledge no person has 6 Smith Travel Research Agreement 2021 ID:2453 I been employed or retained to solicit or secure this contract upon an Agreement or understanding for a commission, percentage, brokerage, or contingent fee and that no member of the Monroe County government or the TDC has any interest, financially or otherwise in STR, its subsidiaries or affiliated companies. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. 16. PUBLIC RECORDS. STR shall maintain all books, records, and documents directly pertinent to this Agreement in accordance with generally accepted accounting principles consistently applied. In the event of a dispute, claim or litigation between the Parties, 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 in accordance with the provisions of Chapter 119, Florida Statutes, during the term of the Agreement and for four years following the termination of this Agreement. If Florida Statute 119.0701 is applicable to STR, and except where the data or record is a trade secret or is such that STR is bound to maintain the confidentiality of the record, STR and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: Public Records Compliance. STR 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 STR 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 STR 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 STR. Failure of the STR 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 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 STR 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 STR 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 7 Smith Travel Research Agreement 2021 ID:2453 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 STR 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 STR or keep and maintain public records that would be required by the County to perform the service. If the STR transfers all public records to the County upon completion of the contract, the STR shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the STR keeps and maintains public records upon completion of the contract, the STR 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 STR of the request, and the STR must provide the records_ to the .County or allow the records to be inspected or copied within a reasonable time. If the STR 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 STR. A STR 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 STR 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 STR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE STR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470 B A LEY-B IA ON OECOUNTY- FL.G V, MONROE COUNTY ATTORNEY'S OFFICE 1111 121—' Street, SUITE 408, KEY WEST, FL 33040. s Smith Travel Research Agreement 2021 ID:2453 17. MAINTENANCE OF RECORDS: STR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of five years from the termination of this agreement. Each party to this Agreement or its 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 seven years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to STR pursuant to this Agreement were spent for purposes that are unrelated to the normal operating expenses of STR or that are not otherwise authorized by this Agreement, and in particular if the Clerk should determine that the money has been spent for any unlawful purpose, STR shall repay the monies together with interest calculated pursuant to Sec. 55.03, F.S., running from the date the monies were paid to STR. 18. INTERPRETATION, MEDIATION: BOCC, Client and STR 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 prior to the institution or any other administrative or legal proceeding. The rules and procedures governing any such mediation shall be in accordance with the Florida Rules of civil Procedures and usual and customary procedures required by the 16th Judicial Circuit in and for Monroe County. 19. 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 extend 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. BOCC and STR 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. 20. ATTORNEY'S FEES AND COSTS: BOCC and STR 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, court costs, investigative, and out-of-pocket expenses in appellate proceedings. 21. BINDING EFFECT: The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the BOCC and STR and their respective legal representatives, successors, and assigns. 9 Smith Travel Research Agreement 2021 ID: 2453 22. 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. 23. 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, BOCC and STR agree to participate, to the extend required by the other party, in all proceedings of this Agreement or provision of the services under this Agreement. BOCC, Client, and STR specifically agree that nothing in this Agreement required a party to enter into any arbitration proceedings related to this Agreement. 24. NONDISCRIMINATION: County and STR 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. County or STR 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 or 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 Note), 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. 25. NON-WAIVER OF IMMUNITY: Notwithstanding the provisions of any applicable state law, including, but not limited to section 768.28, Florida Statutes, the participation of BOCC in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, 10 Smith Travel Research Agreement 2021 ID: 2453 nor shall any contract entered into by BOCC be required to contain any provision for waiver. 26. PRIVILEGES AND IMMUNITIES: All of the privileges and immunities from liability, exemptions from laws, ordinances and rules and pensions and relief, disability, workers' compensations, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of BOCC, when performing their respective functions under this Agreement within the territorial limits of BOCC shall apply to the same degree and extend to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 27. LEGAL OBLIGATIONS AND RESPONSIBILITIES: 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 and participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement in 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. 28. 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 BOCC and STIR agree that no Party or any agent, officer, or employee of a Party 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. 29. 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, return 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 PO Box 1026 Key West, FL 33041-1026 FOR STIR: STIR, LLC 735 East Main St. 11 Smith Travel Research Agreement 2021 ID:2453 Hendersonville, TN 30.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 31.E-VERIFY SYSTEM. In accordance with F.S. 448.095, STIR shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the STIR during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. The parties to this Agreement sign below intending to create a legally binding Agreement 12 Smith Travel Research Agreement 2021 ID:2453 TNESS WHEREOF; the parties hereto have caused this Agreement to be d the day and year first above written. Board of County Commissioners =t evin Madok of Monroe County As Deputy C Clerk Ma or MONROE COtJTY ATro0.NCY nI pPop DM10 STR, LLC ` •'au5TmELDABPHTTa oWs ASSISTANT COUNTY ATTMNRY n 12/31/211 By ��1;y4,yco Directot, CVB/DOM Operations VQ rk— / — 0 Print Name Date AND TWO WITNESSES (1)�2r7nn t r1'.,cwiC.CY (2) (Arid % C� (1) . lenn.( 7u—"Ce( (2) c-N, R hu(a. Print Name Print Name Date: I ,3-aL Date: 12- ' 3 - d)-J - t N O rV 13 Smith Travel Research Agreement 2021 ID:2053 Q ifi J LL C O Y m W J J J w LL m LL LL 3: — U 7 L m O C 3 LL J lJL •> O LL N "O N U N C Y W J L C U m J L y W W "a LL W W L Y m N N m LL O_ C O i m N m a�j > Li: j, m O Y N J C) I '6 m m m O- C O m O T C� LL O U O cc m O O O m CC LL O mV)G m G O � LL LL � LL G J LL C O w m � J of J � LL m LL J m — V J LL LL W C L tJ N O G W L Y m LL m F N m W m LL d. 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O CL T T > ii m D Oc Y Y Y Y Y T C ? ? ? ? ? ? ? ? > _T W L L L L L L p C C C C C C W W W W W cco cc 0 cc 0 cc 0 ��0• cc o W W W W lL G G G G G G VI C OA W N N M W � E w 3 O vW >, Y O m j O X V Y w W ` Y I$9 LL W m C m Y p C .3 v m aa)) U a) pa O N m , LL N Y W I J f10 E C C a O C C N m N )6 E E N O O E Y Y '�' U pp Y u. pa W � � i W �) `^ o 0 0 LO O Z Z Z Z Y aI Z Z Z '- C. w w w w > > w w w a K II- Imo- � F h H H 2 INSURANCE CHECKLIST FOR VENDORS SUBMITTING PROPOSALS OR BIDS FOR WORK To assist in the development of your proposal, the insurance coverages marked with an "X" will be required in the event an award is made to your firm. Please review this form with your insurance agent and have him/her sign it in the place provided. It is also required that the bidder sign requisite form reflecting coverage and submit it with the proposal. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Workers' Statutory Limits X Compensation Bodily Injury by Accident/Bodily Injury by Disease, Policy Limits/Bodily Injury by Disease each employee WC1 X Employers Liability $100,000/$500,000/$100,000 WC2 Employers Liability $500,000/$500,000/$500,000 WC3 Employers Liability $1,000,000/$1,000,0001,$1,000,000 US Longshoremen & WCUSLH Harbor Workers Act $1,000,000 WCJA Federal Jones Act $1,000,000 GENERAL LIABILITY Aoa minimum,the required general liability coverages will include: * Premise Operation * Products and Completed Operations * Blanket Contractual * Personal Injury Required Limits: GL1 $3OO,OOO Combined Single Limit GI-2 $5OO,OOO Combined Single Limit GL3 X $l,000,000 Combined Single Limit GI-4 $Z,OOO,OOOCombined Single Limit GI-5 $3,OOO,OOO Combined Single Limit GI-6 $4,000,000Combined Single Limit GI-7 $5,000,000Combined Single Limit Required Endorsements: GLL|{} Liquor Liability GLS Security Services All endorsements are required to have the same limits as the basic policy. BUSINESS AUTOMOBILE LIABILITY As a minimum, coverage should extend to liability for: • Owned; Non-Owned and Hired Vehicles Required Limits: $50,000 per Person:$100,000 per Occurrence $25,000 Property Damage Or $100,000 Combined Single Limit (The use of VLI should be limited to special projects that involve other governmental entities or "Not for Profit"organizations. Risk Management VLI must approve the use of this form). $200,000 per Person; $300,000 per Occurrence $200,000 Property Damage or VL2 $300,000 Combined Single Limit $500,000 per Person; $1,000,000 per Occurrence $100,000 Property Damage or VL3 $1,000,000 Combined Single Limit VL4 $5,000,000 Combined Single Limit Miscellaneous Coverages Limits equal to the Full Replacement Value of the completed BR1 Builders Risk project. CLI Cyber Liability $1,000,000 Limits equal to the maximum value of any one MVC Motor Truck Cargo shipment PRO X Professional Liability $300,000 per Occurrence,;$ 500,000 Agg. PR02 $500,000 per Occurrence/$1,000,000 Agg. PR03 $1,000,000 per Occurrencei$2,000,000 Agg. POL1 Pollution Liability $ 500,000 per Occurrence,,,/'$(,000,000 Agg. POL2 $1,000,000 per Occurrence/$2,000,000 Agg. POL3 $3,000,000 per Occurrence,'$6,000,000Agg. POL4 $5,000,000 per Occurrence/$10,000,000 Agg. EDt Employee Dishonesty $ 10,000 ED2 $100,000 GK1 Garage Keepers $ 300,000 ($ 25,000 per Vehicle) GK2 $ 500,000 ($100,000 per Vehicle) GK3 $1,000,000 ($250,000 per Vehicle) MED1 Medial Professional $300,000/$750,000 Agg. MED2 $500,000/$1,000,000 Agg. MED3 $1,000,000/$3,000,000 Agg. MED4 $5,000,0001$10,000,000 Agg. IF Installation Floater Maximus value of Equipment Installed VLP1 Hazardous Cargo Transporter $300,000 (Requires MCS-90) VLP2 $500,000 (Requires MCS-90) VLP3 $1,000,000 (Requires MCS-90) Maximum Value of County Property that will be BLL Bailee Liab. in the Bailee's possession HKL1 Hanger Keepers Liability $300,000 H KL2 $500,000 HKL3 $1,000,000 H KL4 $5,000,000 AIR1 Aircraft Liability $1,000,000 Al R2 $5,000,000 Al R3 $50,000,000 AEO1 Architects Errors &Omissions $250,000 per Occurrence/$500,000 Agg AE02 $500,000 per Occurrence/$1,000,000 Agg AE03 $1,000,000 per Occurrence/$3,000,000 Agg. AE04 $300,000,000 per Occurrence/$5,000,000 Agg. ARP All Risk Property Full Replacement Value of Structure EOJ Engineers Errors& Omissions $250,000 per Occurrence/$500,000 Agg. E02 $500,000 per Occurrence$1,000,000 Agg. E03 $ 1,000,000 per Occurrence$2,000,000 Agg. E04 $ 5,000,000 per Occurrence$10,000,000 Agg. WL1 Water Craft Liability $500,000 per Occurrence WI-2 $1,000,000 per Occurrence INSURANCE AGENT'S STATEMENT I have reviewed the above requirements with the bidder named below.The following deductibles apply to the corresponding policy, Policy Deductibles Liability policies are _F-1 occurrence F—]Claims Made Insurance Agency Signature BIDDERS STATEMENT I understand the insurance that will be mandatory if awarded the contract and will comply in full with all the requirements. Digitally signed by Lynsie Lynsie Bennett Bennett Date:2020.12.30 16:09:41 -06'00' Bidder's Name and Title Signature Company Name- SWORN STATEMENT UNDER ORDINANCE NO. 010-199 MONROE COUNTY, FLORIDA ETHICS CLAUSE - F (Company) ..warrants that he/it has not employed, retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 910-19 0 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee." ,11-�_ 44=2!:44 - - (Signature) Date: STATE OF: +� COUNTY OF: KW M {' Subscribed and sworn to (or affirmed) before me, by means of V physical presence or El online otarization, on 1 - f 1- 1 (date) by zvis;f Beilraeff {Warne of affiant}. He/ ss per' sonall known to e or has produced (type of icent-tl Ication) as identification. NOTARY PUBLIC ;. y Commission Expires: _ r � n 15 Smith Travel Research Agreement 2021 1[ 2453 NON-COLLUSION AFFIDAVIT I, q of the city of �t6Y i A, d according to law on my oath, and under penalty of perjury, depose and say that i a.. I am �q _ of the firm o _ 2 @ GL the bidder making the Proposal for the project described in the Request for Proposals for Marketing Reports and that I executed the said proposal with full authority to do so; b. the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; C. unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and d. no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit„ or not to submit, a bid for the purpose of restricting competition; e. the statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained i thin affidavit n awarding contracts for said project. (Signature) Gate: STATE OF: I f Aril r,6_ t�- COUNTY OF.- m yt e' Subscribed and sworn to (or affirmed) before me, by means of C physical presence or El online notarization, on r I (date) by (name of affant}. He/She 'personally kncwn to m or has produced of identification) as identification. d a NOTARY PI BLtC y Commission Expires: -' 16 . Smith Travel Research Agreement 202 ID:24 3 DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287,087 hereby certifies that: (flame of Business) 1. Publish a statement notifying employees that the unlawful manufacture„ distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. Z Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. . Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4, In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 89 (Florida. Statutes) or of any controlled substance taw of the United States or any state„ for a violation occurring in the workplace no later than five(5) days after such conviction. . Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 5. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. (Signature) Date: STATE OF. COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means of hysical presence or 0 online notarization, on I_ it (date) _-- - ,_ by yl Sf 1- (name of affiant) He1She js-�r-onallll t me or has produced (type of id_", t s .,ff identification. M m NOTAaPUBLl Cry Commission Expires: V 2, 17' Smith gravel Research Agreement 2023 ID:2453 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 CONTRACTOR 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, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." I have read the above and state that neither Lq 0 S'i,f &�+--(Respondent's name) nor any Affiliate has been placed on the convicted vendor list within the last 36 months. (Signature) Date: STATE OF: COUNTY OF: Subscribed and sworn to (or affirmed) before me, by means of Ill hysical presence or El online notarization, r on 2 ., Aj A61 —' t5c-p (name of affiant). He/She is s me or Fag produced (type o id identification. 4, H�TARP PUBLIC C Z fP7 My Commission Expires: VNI 18 Smith Travel Research Agreement 2021 ID:2453 VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS Project Description(s):Marketing Reports Respondent Vendor Name: CoStar Realty Information, Inc. d/b/a STR LLC Vendor FEIN: _ 52-2134617 - -� Vendor's Authorized Representative Name and Title:__Lynsie Bennett, Director of Business Development Address: 73.5 East lYlain St .� Cat State: Zi �, Hendersonville p; Phone Number: 615-824-8664 Ernail Address: LBennett@STR.com Section 287.135, Florida Statutes prohibits a company from lidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal,the company is on the Scrutinized Companies that Boycott Israel List,created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company fi-ona bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of$1,000,000 or more,that are can either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which were created pursuant to s. 21.5.473, Florida.Statutes,or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified above in the Section entitled".Respondent Vendor Flame"is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and.for Projects of$1,000,000 or more is not listed can either the Scrutinized Companies with Activities in Sudan List,the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector'List,or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287,135,Florida Statutes,the submission of a false certification may subject company to civil penalties,attorney's fees,and/or costs.I further understand that any contract with. the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria. Certified By: rx . ,who is authorized to sign on behalf of the above referenced company. Authorized Signature:-, 1 ....... Print Name: 4 6 Title. `l Note: The list are available at the following Department of Management Services Site: httt):Hwww.di-ns.nayslorida.coa-/btisiness_o cratdons/state_ urchasina/vendor information/convicted su spended discriminatory complains vendor lists 9 Smith"gavel Research Agreement 2021 JD 2453 DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 01/12/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain w� p y, policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT 'a NAME: AOn Risk services Northeast, Inc. PHONE X New York NY Office (A/C.No.Ext): 8662837122 (A/FAC.No.): (800) 363-0105 'aa One Liberty Plaza E-MAIL = 165 Broadway, suite 3201 ADDRESS: New York NY 10006 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Berkley National Insurance Company 38911 STR, LLC INSURERB: Continental Casualty Company 20443 735 East Main St. Hendersonville TN 37075 USA INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570085735717 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, Limits shown are as requested INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (POLICY (MIWDD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY TCP7014917 07 01 2020 07 01 2021 EACH OCCURRENCE $1,000,000 CLAIMS-MADE T OCCUR PREMISES(Ea occurrence) $1,000,000 Approved Risk Management MED EXP(Any one person) $15,000 PERSONAL&ADV INJURY $1,000,000 PT AGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY ❑PRO X❑LOC 1-12-2021 PRODUCTS-COMP/OPAGG $2,000,000 ,j JECT OTHER: o r A TCA-7015094 07/01/2020 07/01/2021 COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY $1,000,000(Ea accident) X ANYAUTO BODILY INJURY(Per person) 0 O SCHEDULED BODILY INJURY(Per accident) Z OWNED AUTOS N AUTOS ONLY HIREDAUTOS NON-OWNED PROPERTY DAMAGE R ONLY AUTOS ONLY (Per accident) U N A X UMBRELLA LIAB OCCUR TCP7014917 07/01/2020 07/01/2021 EACH OCCURRENCE $10,000,000 U X EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED I RETENTION A WORKERS COMPENSATION AND TW0014918 07/01/2020 07/01/2021 X PER STATUTE OTTH- EMPLOYERS'LIABILITY Y JER ANY PROPRIETOR/PARTNER/ NN N/A E.L.EACH ACCIDENT $1,000,000 EXECUTIVE OFFICER/MEMSER (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 ID ES,describe ribe under $1,000,000 ON OF OPERATIONS below E.L.DISEASE-POLICY LIMIT e E&O-MPL-Primary �652240413 07/01/2020 07/01/2021 Limit of Liability $10,000,000 Claims-Made -- SIR applies per policy ter s & condi ions DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Monroe County Board of County Commissioners is included as Additional Insured in accordance with the policy provisions of the y General Liability and Automobile Liability policies. �x d1dJ Ps CERTIFICATE HOLDER CANCELLATIONS SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION y DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. LJ Monroe County Board AUTHORIZED REPRESENTATIVE of County Commissionersa 1100 Simonton street �r Key West FL 33040 USA •~/.!a ���r�fLe(�d ,�,f'L���Gt �� rya v/j' OE ©1988-2015 ACORD CORPORATION.All rights reserved ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD