Item D02
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: MARCH 16, 2005
Division:
TDC
Bulk Item: Yes ~ No
Department:
Staff Contact Person: Maxine Pacini
AGENDA ITEM WORDING:
Approval of an Amendment to Agreement with Smith Travel Research, Inc. to amend
scope of service to allow for an additional report, and increase compensation for
additional report.
ITEM BACKGROUND:
TnC approved same at their meeting of January 18,2005.
PREVIOUS RELEVANT BOCC ACTION:
CONTRACT/AGREEMENT CHANGES:
Amendment
STAFF RECOMMENDATIONS:
Approval
TOTAL COST:
$5.900
BUDGETED: Yes
No
COST TO COUNTY:
$5.900
SOURCE OF FUNDS:
REVENUE PRODUCING: Yes
No
Al\10UNT PER MONTH_ Year
APPROVED BY: County Atty -L
x
DIVISION DIRECTOR APPROVAL:
(Lynda Stuart)
DOCUMENTATION:
Included X
Not Required_
DISPOSITION:
AGENDA ITEM #
Revised 2105
MOl\('ROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Smith Travel Research
Inc.
Contract #_
Effective Date: 3/16/05
Expiration Date:
Contract Purpose/Description:
Approval of an Amendment to Agreement with Smith Travel Research.
Inc. to amend scope of service to allow for an additional report. and
increase compensation for additional report.
Contract Manager: Maxine Pacini
(Name)
3523
(Ext. )
TDC # 3
(Department/Stop #)
for BOCC meeting on
3/16/05
Agenda Deadline 3/1/05
CONTRACT COSTS
Total Dollar Value of Contract: $ 5,900
Budgeted? Yes[2J No 0 Account Codes
Grant: $
County Match: $
Current Year Portion: $
116-76065-53-34-=T56G-250X-530340
- - - -
-----
ADDITIONAL COSTS
Estimated Ongoing Costs: $---.!yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
- - -
---
CONTRACT REVIEW
Changes
D~ In Needed ..
Division Director I !8t55 YesD Nocr
'~v.c[\
Risk Management YesD Nog /\ n 1_
O.M.B./Purchasing ~6( YesD NoD
I
County Attorney IW YesD No~
Comments:
--
S.Hutton
OMB Form Revised 2/27/01 MCP #2
AMENDMENT TO AGREEMENT
THIS ADDENDUM to agreement is made and entered into this _ day of
2005, between the County of Monroe and Smith Travel Research, Inc.
WHEREAS, there was a contract entered into on December 14, 2004, between
the parties, awarding $5,700 per year to Smith Travel Research to develop 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, it has become necessary to revise the contract, and Exhibit A to
allow for an enhancement of the weekly DaySTAR to include a separate District I
report, and allow for additional compensation for cost of producing the enhanced
report;
NOW, THEREFORE, in consideration of the mutual covenants contained herein
the parties agree to the amended agreement as follows:
1. Reports as outlined in Paragraph 2 be amended to read as follows:
2. REPORTS. As consideration for the PA YMENT described below and
Client's participation in the local market report program, Client shall receive a set of
twelve (12) monthly reports and fifty two (52) weekly reports prepared by STR. The
weekly reports should include a separate District I report. The first set of reports shall
be issued to Client on or about January 5, 2004, and subsequent repotts will be
fO/warded thereafter to Client on or about the first week of each month. The reports
fOlWarded to Client shall include the type of market and market segment information
contained in the sample reports attached as Exhibit "A Jj (Lodging Outlook Survey), which
is fully incorporated to this Agreement by this reference.
2. Payment as outlined in Paragraph 3 be amended to read as foHows:
3. PA YMENT. As conSIderation for parlicipating in the Local Market Rep0!1
program, eocc agrees to pay STR for the first year of this agreement (January 1, 2005
through December 31, 2005) the total annual sum of six thousand, nine hundred dollars
($6,900.00), with five hundred seventy five dollars ($57500) payable per month, within
ten (10) days after the last day of the month for which payment is due, and thereafter
the amount shall be adjusted for cpr Client shall also provide STR with three (3)
copies of each edition of Client's local market report, news/etter, publication (if any) in
which the STR data (defined below) is printed as they are published, produced and/or
disseminated, Payments for subsequent years of this agreement shall be agreed upon
by both BOCe and STR
/\.mendmenr 10 Snmh Travel Research Agreement
3> The remaining provisions of the contract dated December 14,2004,
remain in full force and effect.
IN WITNESS WHEREOF, the parties have set their hands and seal on the day
and year first above written,
Smith Travel Research, lnc,
President
(SEAL)
ATTEST: DANNY L KOLHAGE, CLERK
BOARD OF COUNTY
COMMISSIONERS OF
MONROE COUNTY, FLORIDA
Deputy Clerk
Mayor/Chairman
WJNROE COUNTY ATTORNEY
'C~p
~ZANNE A. nON
-",~,~TAN~~~ORNEV
Amendmelll to Smith Travel Research Agreemen1
~
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rUf [LORIDA KHS & KflWill
HO~RO[ COUNTY TOURIST DfVllOPMOO COUNCil
Ct1~ ~ '/tIu arB./}
Mfnmnirn
To: Harold Wheeler
cc:
From: Jessica Mazzola
Datt: 1/6/05
Ra: Key West Smith Travel DayST AR report
(
Currently, we receive each week a report from Smith Travel Research, called the
DaySTAR report, which provides data on average occupancy and average daily
rates in Monroe County for the prior week. This report provides us more timely
feedback as to lodging performance than the more comprehensive monthly STAR
report. However, the DaySTAR report currently only gives performance data for
the county as a whole, and unlike the monthly STAR report, does not break out
DAC I separately.
Members of the Lodging Association requested we enhance the weekly DaySTAR to
include a separate District I report. Such a report would provide extremely
valuable data to assess the impact of events and holidays on lodging performance,
as well as, as compare performance year over year.
The cost associated with this report enhancement is $100 a month in addition to
our current monthly cost of $475.00.
There is not sufficient participation among properties in the rer.";:tininQ districts to
produce a statistically significant DaySTAR report.
LOCAL MARKET REPORT AGREEMENT
This AGREEMENT Is made effective this the 15~~ay of D~e-. 2004 by and between
SMITH TRAVEL RESEARCH, INC., 735 East Main Street, Hendenronvllfe, Tennessee 37075
(hereinafter referred to as "STR1, and MONRoe COUNTY BOARD OF COUNTY
COMMISSIONERS (BOCC), on behalf of the Monroe County Tourist Oevetopment Council, 1201
VVhfte Street. Suite 102, Key West. Fforfda 33040, (hereinafter referred to as .Cllentj.
WHEREAS, sm Is a leader In the lodging research Industry and has developed a series of
Iocaf market 18pOrt.s, which ant designed to present data on the relative performance of lodging
industry properties In selected competitive markets and segments of the lodging industry; and
WHEREAS, Client desires to become a participant in the local market report progra~: and
WHEREAS, Client desires to becotnM a partfcipant In the local market report program by
entering Into this Agreement: and
WHEREAS, this Agreement outlines the obligations and responsibilities of the respective
parties participating in the local market report program; now therefore
In consideration of the fOllowing mutual covenants, 8TR and Client agree as follows:
1. DURATIOti. Client'shalf ~P!t8 in....~ local market report program for a p8f'k)d.ot.
thirty-six (38) months, commencing ~~a:IOI (November data), and ending on ~M
200a (October data). 80CC has the option to extend this agreement for 0QI:(1J ~Ht
moIih.~, and can do so by providing 60 days prior written notice to STR.
2. REPORTJ. As consideration for the PAYMENT desatbed below and Client's
~'\;'';;'._~~r;.~~.~~:>=
crlent on or about January 5. 2OCU. and SUbsequent reports will be folW8n:fed thereafter to Client on
or about the first week of each month. The reports forwan:Jed to Client shall include the type of
market and market segment infonnation contaJned in the sample reports attached as exhibit ttA"
(Lodging OuUook 8Utv8y),which is fully iocotpOtated to this Agreement by this reference.
3. PAYMEtfi. As consideration for participating In the Local Matfc:et Report program.
BOCC agrees to ply 8TR for the first year of this agreement (January 1, 2005 through December
31. 2005).thetotaiannuatSUrnof fiV<<!.~~,,!,,~ hundred doflars ($5.700.00), with tii
~ ..."..,. .......<1475....".... ...,.,.... withIn ten (10) days after the last day of
the month for which payment is due. and thereafter the amount shall be adjusted for CPl. Client
shall also provide sm with three (3) copies of each edition of C'lenfs local market report,
newsletter, publicatjon Of any) In which the STR data (defined below) is printed as they are
pubftshed. produced and/or disseminated. Payments for subsequent years of this aoreement shaH
be agreed upon by both 80CC and STR.
.. PUBUCATION FORMAT, 11 the focal market report data is published or re-printed by
Client in a newsletter or other such periodic Il!port that is primarfty based on 8m data, Client must
infonn STR of their Intent to so lllCOlpOrate such infonnatfon or data and allow STR, Sf $TA's
election, to be dtecf as the source of such information or data. The citation of 8TR as the source of
such data and information may include mention of 8m in the masthead and/or tfUe of the
publication in SUCh a way as to clearly indicate that the newsletter or report is a 101nt PUblication of
Client and Smith Travel Research. Ine. -. .PUblished in CQOpemtion with Smith Travel Research,
Inc.. or any other suitable joint recognition requested by STR. In addition. the masthead or title
Smith Travel Research Agreement 2O(U
must be approved by 8TR prior to the inill. pubUcation of such newsletter. report, or pubfication.
Any modiffcations to the masthead and/or title after 8TR has approved the fannat of the same.
unless .-.approved by sm, shaH be considered a breach of this Agreement and allow 8TR to
terminate this Agreement immediately in accon:Iance with the other provisions set forth below.
If 8TR defennines or otherwise agrees that the local market report data is merely a small part of the
information regularly presented in Clients newsletter or periodic report (I.e., in addition to other
topics of discussion such as member issues and Industry news), after inquiry and dlsdosure by
ClierJt 8TR may opt to instruct Client not to include the aforementfoned joint f'8COgnjtion of 8TR and
Client in the masthead and/or title.
ANY AND ALL REFERENCES TO OR INCllJSjON OF STR'S LOCAl MARKET REPoRT DATA IN
ANY ANOALL TEXT. TABLES, GRAPHS. CHARTs, ETC., MUST BE ClEARLY ATTRIBUTEOTO
STR AS THE SOURCE OF THE DATA WHEREvER IT APPEARS AND IN WHATEVER FORM IT
APPEARS. 8m RESERVEs THE RIGHT TO WITHHOLD MONTHLy LOCAL MARKET REPORT
DATA IF CUENT'S PUBUCATlON OF THE STR DATA DOES NOT CONFORM TO THE
PROVISIONS OF THIS AGREEMENT.
FURTHERMORE, IF sm DETERMINES THAT CUENT HAS 1NTEN110NALL Y OR REPEATEDLY
FAILED TO CITE STR AS THE SOURCE OF THE DATA OR INFORMATION INClUDED IN ANY
CUENT PUBLICATION, sm SHALL HAVE THE FURTHER RIGHT(S) TO 00 SUCH THINGS AS:
IMMEDIATELY TERMINATE THIS AGREeMENT, PROHIBIT CLIENT FROM FURTHER
REPRODUCTION OR USE OF THE STR DATA OR INFORMATION. OR BRING A CAUSE OF
ACTION AGAINST CLIENT FOR INFRINGEMENT OF STR'S COPYRIGHTS.
IF STR EXcuses ANY FAilURE BY CUENT TO CITE STR AS THE SOURCE OF ntE DATA
AND INFORMATION ATTRIBUTABLE TO STR. AND 8TR lliEREFORE WAIVES A RIGHT OF
ACTION AGAINST CLIENT. SUCH WAIVER OR ACQUIESCENCE SHALL NOT BE CONSTRUED
AS A WANER OF EACH OR ANY SUBSeQUENT RIGHT OF ACTION, OCCURRENcE OR
BREACH BY CUENT.
5. DEFA~Ift In the event that BOCc shaH not make payment When due. STR shall be
under no obffgaUon to provide monthly reports to Client until such Ume as the overoue payment is
paid. In the event that payment shall remain unpaid for a period of 60 days after its due date. this
Agreement shaD automatically tenninate and otherwise become nuN and void, and 8TR sha" have
no further obligations; PfOVfded, however. that STR shalf have the right to declare due and payable
all $UQ1S due under the tenns of this Agreement.
8. DEFAULT CQSTS. In the event of BOCC's default under the tenns of this Agreement,
8m shall be entitled to recefve from Client. In addition to all other amounts due, the costs of
collection, fncfudfng reasonable attomeys fees, inCUrred In the collection of amounts due under the
tenns of this Agreement.
7. SU8P!N81Qtt tt in the sole opinion of STR there is not sufflcIent
continued patticipation by major lodging properties and/or chains to provide meaningful information
to its Clients, STR shaff have the option to discontinue the program and terminate this Agreement.
Client may tennlnate this &greement with 3O-day advance written notiffcatfon. In the event of SUCh
discontinuance by STR or Client. STR shaff refund any amounts previously paid by CHent for a
period for which IlJpOtts have not been received.
8. OWNERSHIP OF THE DAT& Aft of STR's data. without flJQant to the form or content of
the report in which it Is il'lCOlpOnlted, Is, will be, and shall remain STR's exdusNe property and
proprietary information. Neither BOCC nor client shall license or sublicense. or In any way lay claim,
in copyright or otherwise, to any of STR's data or information for any nt8S0n, nor shaH eocc or
Smith Travel Research Agreement 2004
/
;
Client enabht any third party to do any of the same. The parties agree that any and all data sets,
'nformation, and l"8POItS. irrespective of fann, prepared by 8TR and provided to Client are not and
do not constitute worts for hire under the COpyright laws. STR has the right to authorize and assfgn
publication rights of the local martet report data under this Agreement to other SUbscrfbers of the
local market I8pOI't PfOQf1If11. 8TR recognlzes that upon PIOViSion of any reports to Client. those
documents become public records and are subject to Florida Statutes (F.S.), Chapter 119. Section
119.07(1)(a), F.8. requires the TOe to permjt SUCh recoros to be Inspected by any P8fSOR desiring to
do so, and to provide a copy of saki record upon payment to Client of a duplication fee,
Client shall aedlt 8TR as the source of the data in each publication using focaj market report data
with the following notation:
SOURCE: COPYRIGHT 2001. SMITH TRAVEL RESEARcH.
ALL RIGHTS RESERVED
Such notation shaH conspicuously appear immediately below or in conjunction with any and all
graphs, charts, tables, etc. derived by Client from STR'a datay and aU SUCh graphs, charts, tabfes,
etc. shaH become the property of STR. because of Cfienrs dertvatlon of 8TR's data. However, 8TR
shaft not be liable for, and shaft be indemnffled by Client from, any and aU Jiabi6ty due to Cffenfs
improper or inaccurate derivation of the 8TR data. Documents and reports which have been
produced on paper and have become public records in the Client's custOdy shall be retained by
Client. The production under Section 119.07, F.S, is for Infonnational purposes only and not for
commercial retease. The County has no policy allowing commercia' use of the Client's public
recoros otI1er than those speciflcaUy developed for commercfal use by the Client Upon tennination
of this Agreement for any reason, or, with respect to any parttcutar data, on SUCh eder date that
such data will be no longer required by Client in Older to perform under this Agreement. SUCh data
will be either erased from the data files maintained by Client or, if STR so elects, Client shaH return
the data to STR. Any SUCh erasure of STR's data wilt be verified and confirmed in writing by Client.
Documents and reports WhIch have been produced on paper and have become public records in the
CJJenra custody shall be tetaIned by Client.
9. CUENTS USE OF me sm DAT& Client is authorized to use sm data, results and/or
the local martet reports In the operation of Its bu$jness. The initial Historical TREND data (if any)
supplied by 8m to Client is confidential and proprfetary infOrmation, and the Client shall not
disclose the HistortcaI TREND data to any P8fSOI1 or entity not authorized in writing to receive such
infonnation.
Client shaft not make or tepOI't any projections regan:ling room rates, in its advertising or mart(etlng
efforts or in any of Its pubflcatfons, that ant based on the Infom1atJon presented in the focal market
report. Client expressly agrees and understands that the data contained in any and all 8m reports
is ot extraordinary value to STR. Furthennore, any and all forecasts and/or projections provided by
Client and incfuded with any data belonging to STR shall be clearfy and conspicuousfy referenced
as the projection or forecast of the CBent 8I1d not 8TR so that all 8SSOdated liability rests on Client
and not STR.
To the extent Client desires to dlsdose any of STR's data or confidential or proprietary infonnation,
for any purpose. to anyone or any entity outside of Clients own Internal business operatjons, Client
agrees to protect the seaecy, confidentiaUty. and proprfetary nature of 8TR's data and infonnation
by; (i) fiISt Infonnlng sm in writing of Ute identity of the Intended I8Ciplent of the disclosure, AND
spec;ty;ng the purpose of the disclosure, in on1er to provide STR with an opportunity to refuse
authorization of SUCh intended disclosure; (I) requiring the intended recipient to sign a suitable
confidentiality agreement between Client and the recipient protecting STR"s data and infannatton;
and, (ill) deltverfng a copy of the sigI16d confidentiality agreement to STR.
Smith Travel Research Agreement 2004
Prior to using local market report data in its PUbUcatlons. advertising or marketing efforts. efl8nt
shaD provide 8TA with a copy of the proposed publication masthead. advertisement, or marketing
pfan to the extent STR believes necessary to protect the integrity of 8TFrs product. STR has the
right to amend or change the masthead. advertisement, marketing plan or other materials to the
extent STR beIeves necessary to give proper attribution to STR, or to protect the integrity and
secrecy of STR's data and information. If 8m detennines that its data. 1ltSll1ts, and/or the iocaI
market report(s) have been misstated, misquoted. used in any manner as to be misleading, or in
any way AtfIect negativefy upon Sm-s pnxSuct. 8TR shall have the absolute right to revoke its
authorization for client to use such data, results, and/or the local martet report.
10. DISCLAIMl!ft elient acknowtedges the Iocat market reports are generated from
information received through Independent surveys and tesean:h from sources COnsidered reliable In
the hotel and motel industry. STR wUI use its best efforts to insure the infonnation contained in the
local market I'8pOItS are accurate and complete. STR TAKES NO RESPONSIBIUTY FOR THE
ACCURACY AND VAUDnY OF THE RAW DATA PROVIDED TO STR FOR USE IN ITS LOCAL
MARKET REPORT(S). CUENT AGREES THAT STR SHAll NOT BE LIABLE FOR DAMAGES
INCLUDING CONSEQUENTIAL DAMAGES, RESUL TINa FROM lliE USE OF ITS DATA
ANOIOR n;e lOCAL MARKET REPORT(S). STR MAKES, AND CUENT 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 UCENSED -AS IS"" WITHOUT WARRANTY AS TO ITS PERFORMANcE, MERCHANTABIUTY
OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RJSK AS TO THE RESULTS AND
PERFORMANCE OF THE DATA IS ASSUMED BY CUENT.
11. UMlTATION OF 8m lfABIUTY"" The parties further agree that in no event shaff STA's
total liability relating to 8TR"s performance under this agreement, or any report or data provided to
Client by 8m. exceed the sums paya~e by 80CC and received by STR. and in no event shall 8TA
be liable for special, indirect, consequential, incidental, or exemPlary damages.
1~. MODIFICATIOti... ThIs Agreement rePft)Sents the entire Understanding between the parties
and thent are no representations. agreements or understandings either oral or written. other than
those set fOrth In this Agreement. Any modification to this Agreement shaff be in writing signed by
both parties.
13. CHOICE OF LAItY. This Agreement Sha" be construed under the raws of the State of
Florida. The parties further agree that the Court of Competent Jutisdlction be the United States
DistJ1d: Court for the Southern District of FIoI1da. or Courts of the 18th Clrouit of the State of Florida.
The parties to thts agreement sign below, intending to create a regally binding, agreement.
14. INDEMNIFICAnofL Smith Travel Research covenants and agrees to Indemnify and hold
hannless Monroe County Boan:f 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
ptOVjded by Smith TraVef Research, occasioned by the neglfgence. 8fTOI$, 0( other wrongfuf ad or
omission of Smith Travel Researota or its employees. or agents.
is. PUBlIC ENnTY CRIME STATEMI!NT, A P8fSOtl or affiliate who has been pfaced on the
convicted vendor Ust foJlowfng a convictfon for public entity crime may not submit a bid on a
contract to provide any goods Of'services to a pubfic entHy, may not submit a bind on a contract with
a public entity for the COnsuuctlon or repair of a public building or public work, may not submit bids
on leases of real ptoperty to public entity, may not be awarded or pertonn work as a sm. supplier.
subcontractor, or consuftant under a contract with any PUblic entity, and may not transact business
with any public entity in excess of the threshoJd amount provided In Section 287.017. for
Smith Travel Research Agreement 2004
(
CATEGORY TWO for a period of 38 months from the date of being placed on the convicted vendor
list.
18. ETHICS ClAUS~ 8TR warrants that no person has been employed or retained to SOlicit or
sean this contract upon an Aoreement or undeIStanding for a commission, percentage, brokerage,
or contingent fee and that no member of the Monroe County government or the TOe has any
interest, financially or othefwIse, In the FIRM or its subcontractor's.
17. DOCUMENT A T10N PERTAINING TO AGREEMEN"t STR shaH maintain aI. books,
r'8COItts, and documents directfy pertinent to petfonnance under this Agreement in accordance with
genendfy accepted accounting principles consistentfy applied. Each party to this Agreement or their
authorized ~ shal have reasonable and timefy access to such recon:ts of each other
party to this Agreement for pubUc rec::oros purposes during the term of the Agreement and for four
years following the termfnatfon of this Agreement. If an auditor employed by the County or Cferk
detennines that monies paid to STR pursuant to this Agreement were spent for purposes not
authorized by this Agreement, the STR shall repay the monies together with interest calculated
PUrsuant to See. 55.03, FS, running from the date the monies were paid to STR.
18. GOVERNING LAW. VENU&_ INTERPRt;TATION_ COSTS AND FEq, This Agreement
shaH be govemed by and construed in accordance with the laws of the State of Florida applicable to
contracts made and to be performed entirefy in the State. In the event that any cause of action or
adminisbative proceedfng is Instituted for the enforcement or int8fpretation of this Agreement, the
County and STR agree that venue wtH lie in the appropriate court or before the appropriate
administrative body in Monroe County, Florida. The County and STR SO'" that. in the event of
conflicting interpretations of the terms or a tenn of this Agreement by or between any of them the
issue shaH be submitted to mediation prior to the institution of any other administrative or lega'
proceeding.
18. SEVERA9IL'1:L If any term. covenant, condition or provision of this Agreement (or
theappUcationthenlofto any drcumstanceor person) shan bedecfared Invalid or unentoroeable to
any extent by a court of competent Jurisdfction, the remaining tenna, covenants, conditions and
provisions of this Agreement, shall not be affected thereby; and each remaining tenn, covenant.
condition and provision of this Agreement shaH be valid and shaH be enfon::eable to the fullest
extent permitted by law unless the enforcement of the remaining tenns. covenants, conditions and
provisions of this Agreement would prevent the accomplishment of the original intent of this
Agreement. The County and STR agree to refonn the Agreement to replace any strfcken pro\1sion
with a va'id provfsIon that comes as close as possible to the intent of the strtcken provision.
20. A TTORNev-s fEES AND COST8~ The COUnty and 8m agree that in the event any cause
of action or administrative proceeding is Initiated or defended by any party refative to the
enforcement or interpretation of this Agreement, the prevamng party shall be entitled to reasonable
attorney's fees, court costs, investigative. and out-of~pocket expenses, as an awan:I against the non-.
prevailing party, and shall incfude attorneYs fees, courts costs, investigative. and out-of-pocket
expenses in appejlate proceedfngs. Mediation proceedfngs initiated and conducted pursuant to this
Agreement sI1aI be in accordance with the Fforida Rufes of Cfvjf Procedure and usual and
customary procedures required by the circuit court of Monroe County.
21. BINDING EFFECT. The tenns, covenants. conditions, and provisions of this Agreement
shaH bind and Inure to the benefit of the County and STR and their respective legal representatives.
successcn, and assigns.
22. AUTHOR1"tr. Each party represents and warrants to the other that the execution. deliv8fy
and pedonnance of this Agreement have been duly authorized by aff necessary County and
corporate action, as required by 'aw.
Smith Travel Research Agreement 2004
(
\
23. ADJUOfCATION OF DlSPUn;!l AND DlSA~REEMI;NTI. County and 8TR agree that all
disputes and disaQreementS shall be attempted to be resolved by meet and confer sessions
between representatives of each of the parties. If no resolution can be agreed upon within 30 days
after the first meet and confer session. the Issue or issues shaH be discussed at 8 pubfic meeting of
the Board of County Commissioners. If the issue or issues are still not resotved to the satisfaction
of the parties, then any petty shall have the right to seek SUCh relief or remedy as may be provided
by this Agreement or by Florida raw.
24. COOPERA ~ In the event any administrative or Iegat Pf'OC8eding is instituted against
either party refatfng to the fonnatton, execution, perfotmance, or breach of this Agreement. COunty
and 8TR agree to parttcipate, to the extent required by the other party, in aU PfQCeedIngs. hearings,
proeesses, meetings, and other activities related to the SUbstance of this Agreement or provision of
the services under this AQJeement. County and 8m specfficaQy agree that no party to this
Agreement shan be required to enter into any arbtUation proceedings related to this AQJeement.
25. NONDISCRlMINA'TIOf4 County and STR... that there wll' be no discrimination against
any person, and it Is expressly undenstood that upon a detennination by a court of competent
jurisdiction that discrimination has OCCUlTed, this AQJeement automatically tenninates without any
further action on the part of any party. effective the date of the court order. County or 8TR agree to
comply with all Federal and Florida statutes. and al local ordinances, as aPPlicable, relating to
nondiscrimination. These include but are not limited to: 1) Trtfe VI of the CM, Rights Ad of 1964
(Pl"'352) which prohibits discrimination on the basis of race, COlor or national origin; 2) Trtfe IX of
the Education Amendment of 1972. as amended (20 use 58. 1881-1683, and 1685-1886), which
prohibits discrimination on the basis of seX; 3) Section 504 of the Rehabilitation Act of 1973, as
amended (.20 use s. 794). which prohibits discriminauon on the basis of handicaps; 4) The Age
Discrimination Ad of 1975, as amended (42 use sa. 8101-6107) which prohibits discrimination on
the basis of age; 5) The Drug Abuse Office and Treatment Ad of 1Q172 (PL 92-255). as amended,
relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and
Ak:ohoIJsm Prevention. Treatment and Rehabflit8tIon Act of 1970 (PI.. 91~18). as amended, refating
to nondiscrimination on the basis of alcohol abuse or alcoholiSm; 7) The Public Health Service Act
of 1912. sa. 523 and 527 (42 use ss. 69Odd-3 and 2QIOee..3), as.mended. relating to contidentiauty
of aicohol and dl\lg abuse patent records; 8) Title VIII of the Civil Rights Act of 1988 (42 use s. et
seq.), as amencted, relating to nondiscrimination in the sale. rental or financ.lng of hOUSing; 9) The
Americans with DIsabilities Act of 1990 (42 use S. 1201 Note), as maybe amended from time to
time, refating to nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13. Art.
VI, prohibiting discrimination on the bases of race, cofor, sex. religion, disability, national Origin,
ancestry, sexual Orientation. gender Identity or expression, familial status or age; and 11) any other
nondisaIminatfon Pf'OVfsions in any Federal or state statutes which may apply to the partfes to. or
the subject matter of, this Agreement.
28. NON-WAIVER OF IMMU~~ Notwithstanding he provisions of See. 286.28. FJOIfda
Statutes, the participation of the County and the 8TR in this Aoreement and the acquisition of any
commercial liability fnsurance coverage. self-insurance coverage, or local government liabUity
Insurance pool coverage shalf not be deemed a watver ot immunity to the extent of liability
coverage. nor shal any contract entered into by the County be required to contain any provision tor
waiver.
27. PRMLEOJ;S AND 'MMqNmES" All of the privileges and immunities from liability,
exemptions from laws. oRffnances, and rules and pensions and relief, disability, workers'
compensatjon, and other benefits which aPPlY to the activity of officers. agents, or employees of any
pubic agents or employees of the County, when perfonning their respective functions under this
Agntement within the tenitOriallimits of the County shall appfy to the same degree and extent to the
Smith Travel Research Agreement 2004
perfonnance of such functions and duties of such officers, agents, votunteers, or employees outside
the territoria'limb of the County.
28. LEGAL OBUGAnoNS ~ RESPONSfBLIn~ This Agreement is not intended to, nor
shaH it be CORSInJed as. relieving any pattidpating entity from any obligation or responsibifity
imposed upon the entity by law except to the extent of actual and timely pertonnance thereof by any
participating entity, in which case the petfonnance 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 detegation 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-REUANCE BY NON~AR11ES. No person or entfty shall be entitfed to rely upon the
teRnS. or any of them, of this Agreement to enforce or attempt to enforce any thirtf..party ctaim or
entiIIement to or benefit of any service or program contemplated hereunder. and the County and the
STR agree that neither the County nor the STR or any agent. officer, or employee of either shafl
have the authority to infonn, COUnsel, or otherwise indicate that any particular individuaf or group of
individuals. entity or entities. have entiUements or benefits under this Agreement separate and
apart, Inferior to, or SUperior to the community in general or for the purposes contempfated in this
Agreement.
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
Ag~~~Vf,.,^^ not be used in the interpretation of any provision of this Agreement.
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Board of County Commissioners
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WITNESS:
By.
Smith Travel Research, lne.
By;7(~ -<V~
Preskte
Smith Travel Research Agreement 2004
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