Item E4
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: MAY 18, 2005
Division:
TDC
Bulk Item: Yes ~
No
Department:
Staff Contact Person: Maxine Pacini
AGENDA ITEM WORDING:
Approval to modify and extend Agreement with The Market Share Company for an additional one year
period to coincide with the expiration of related contracts.
ITEM BACKGROUND:
TDC approved same at their meeting of April 19, 2005
PREVIOUS RELEVANT BOCC ACTION:
BOCC approved original Agreement at their meeting of April 20, 2000
BOCC approved amendment to Agreement at their meeting of April 16, 2003
BOCC approved revised Agreement at their meeting of June 16, 2004
CONTRACT/AGREEMENT CHANGES:
Amendment to extend for one additional year
STAFF RECOMMENDATIONS:
Approval
TOTAL COST: NOT TO EXCEED $80,000 ANNUALLY BUDGETED: Yes -.LNo
COST TO COUNTY: NOT TO EXCEED $80,000 ANNUALLY SOURCE OF FUNDS: TDC
REVENUE PRODUCING; Yes ~ No
AMOUNT PER MONTH_ Year
APPROVED BY: County Atty ~ OMB/Purchasing ~
Risk Management ~
DIVISION DIRECTOR APPROVAl,;
(Lynda Stuart)
DOCUMENT A TION:
Included X
Not Required_
DISPOSITION:
AGENDA ITEM #
Revised 2/05
MONROE COUNTY BOARD OF COlJNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: The Market Share Contract #_
Company, Inc. Effective Date: 10/1105
Expiration Date: 9/30106
Contract Purpose/Description:
Approval to modify and extend Agreement with The Market Share Company for an
additional one year period to coincide with the expiration of related contracts.
Contract Manager: Maxine Pacini 3523 TDC # 3
(Name) (Ext.) (Department/Stop #)
for BOCC meeting on 5/18/05 Agenda Deadline 5/3105
CONTRACT COSTS
Total Dollar Value of Contract: $
Budgeted? Yes['8J
Grant: $
County Match: $
NoD
Not to
exceed
$80,000
Account Codes
Current Year Portion: $
115-75035-530340- T55M-230X-530340
- - - -
~ ~.-...-... ~--
ADDITIONAL COSTS
Estimated Ongoing Costs: $_/yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
- -
---
CONTRACT REVIEW
Division Director -?
Changes
te )n" Needed.. ,..
d/Vf YesD Noe!(
j
Risk Management
YesD NoD'
S.Hutton
O.M.B./Purchasing D vi 616 1YesD
County Attorney 3/2- 'tJoC;- YesD No~
Comments:
OMB Form Revised 2/27/01 MCP #2
AMENDMENT TO CONTRACT FOR MAIL FULFILLMENT
THIS CONTRACT Amendment is entered into this day of ,2005, by and
between the BOARD OF COUNTY COMMISSIONERS, Monroe County, Florida, hereinafter
referred to as the County, and The Market Share Company Inc., hereinafter referred to as
Provider;
WITNESSETH
WHEREAS, Provider is qualified to provide mail fulfillment services to promote and
advertise the Florida Keys resulting from the data collected by the five (5) chambers of
commerce through the Visitor Information Service (VIS) program; and
WHEREAS, Provider is an essential and conjunctional part of the Visitor Information
Service (VIS) program for the TDC; and
WHEREAS, County and Provider entered into an agreement on April 20, 2000, which
was amended April 16, 2003, and the superseded by a revised agreement dated June 16, 2004,
which currently expires September 30, 2005; and
WHEREAS, the Tourist Development Council (TDC) has recommended to County that
an extended contract for mail fulfillment services be executed; and
WHEREAS, both parties desire to modify said contract to extend it for an additional one
year period to coincide with the expiration of related contracts;
NOW AND THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:
1. The term of this amendment to contract is for a period of one year beginning
October 1,2005 and expiring on September 30, 2006.
2. All other provisions of the contract dated June 16, 2004 not inconsistent herewith
shall 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.
(SEAL)
Attest: Danny L Kolhage, Clerk
Board of County Commissioners
of Monroe County
By.
Deputy Clerk
Mayor/Chairman
(CORPORA TE SEAL)
Attest
Market Share Company Inc.
By.
Secretary
BY~
President
'"
.$
CONTRACT FOR MAIL FULFILLMENT
THIS CONTRACT is entered into this /tf;-fI1 day of "fJf\E" ,2004, by and between
the BOARD OF COUNTY COMMISSIONERS, Monroe County, Florida, hereinafter referred
to as the County, and The Market Share Company Inc., hereinafter referred to as Provider;
WITNESSETH
WHEREAS, Provider is qualified to provide mail fulfillment services to promote and
advertise the Florida Keys resulting from the data collected by the five (5) chambers of
commerce; and
WHEREAS, County and Provider currently have a contractual arrangement for
services through September 30, 2004; and
WHEREAS, both parties desire to modify said contract and to extend it for an
additional one year period; and
WHEREAS, the Tourist Development Council (TDC) has recommended to County that
a revised and extended contract for mail fulfillment services be exceuted;
NOW AND THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:
1. PROVISIONS OF OLD CONTRACT SUPERSEDED: The termination date and
any other provisions of the contract dated April 20, 2000, as amended on April 16, 2003,
inconsistent with the terms of this document are superseded and replaced by this contract,
effective July 1, 2004 .
2. TERMS: The term of this revised and extended contract is for a period of one
and one-quarter years beginning July 1, 2004 and expiring on September 30, 2005.
3. SCOPE OF SERVICES: Provider shall process and mail material provided by
County pursuant to data downloaded from each of five chambers of commerce in the Florida
Keys. Down loading shalf Occur each Monday through Friday between the hours of 9:00 a.m.
and 10:00 a.m. to the TDC office central computer unit. Mailing information will then be
down loaded from the central unit to The Market Share Company, Inc. Only TDC approved
materials may be inserted and mailed. Mailing information is to be used for TDC business
only. Provider shall ink jet address with a bar-code, insert advertising and promotional
materials as described below, and place each piece into U.S. mail according to the following
specifications:
(a) District Fulfillment Insertion and Label: Up to five (5) brochures or similar
promotional materials shall be inserted into envelopes ink jet addressed with a bar-code to
send pursuant to data downloaded from the five chambers of commerce. The envelopes
shall be #11 Ink jet process only. Mail shall be bulk-mail or first--class as further specified in
sub-paragraph (e).
(b) Keys Guide Insertion and Label: A guide to the Florida Keys and Key
West shall be mailed, per direction in sub-paragraph (d), with a pre-printed indesia, in a 6-
Market Share, Inc.
1
1/4" x 9-1/2" envelope bar-coded and labeled pursuant to data downloaded from the five (5)
chambers of commerce, with the total weight of 6.60 ounces. Ink jet process only. Mail shall
be bulk-mail or first-class as further specified in sub-paragraph (e).
(c) Case and Tube Handling: Provider shall mail out case and tube mailings
per County request
(d) Provider shall store three months supply of the materials supplied by
County for mail-out. Provider shall be reimbursed the cost of storage of collateral materials,
including applicable taxes, in excess of the three month supply.
(e) Provider shall mail out first-class m ail, a s required by the downloaded
data, within twenty-four (24) hours of receipt of data, and bulk mail, as required by the
downloaded data, within forty-eight (48) hours of accumulating sufficient number of bulk-mail
pieces to qualify for U.S. Postal Service bulk-mail rates. County shall pay for the rental of a
postage meter compatible with Provider's maifing machine of Providers choice and used
solely for County. Any postal cost required by the U.S. Postmaster shall be paid directly to
the U.S. Postmaster by County.
(f) Provider shall insert written materials into the envelopes with machines
except where in size of the material is incompatible with Provider's equipment described in
Provider's price quote which is incorporated herein by reference.
(g) Provider shall issue to County the following monthly reports:
Inventory Report: Reporting, beginning inventory plus material received
less material mailed out, and ending inventory.
PostaQe Accounts Reconciliation Report: Reconciliation of postage
funds in first class meter account and bulk mail account.
4. COMPENSATION:
a. Provider shall charge twenty two thousand and eight hundred ($22,800)
dollars as an annual administration fee to cover costs of preparing reports, maintaining
equipment, downloading time, three (3) months storage and other administration costs.
Payment will be made in monthly installments of nineteen hundred ($1,900) dollars.
b. Provider shall receive .23 cents per piece processed in consideration for
the District Fulfillment Insertion and Label and Keys Guide Insertion and Label services
described in paragraph 1, sub-paragraphs (a) and (b) in accordance with all specifications of
paragraph 1. Provider shall receive five dollars and seventy five cents ($5.75) per each pre-
packed box or case for handling and one dollar and twenty five ($1.25) cents per poster tube
handling.
c. Provider will be responsible for the removal, transport and disposal 0 f
unused outdated collateral material as directed by the TDC. All costs associated with this
service is reimbursable by the TDC.
d. The compensation under this agreement shall not exceed eighty
thousand dollars ($80,000) annually.
e. Monroe County's performance and obligation to pay under this contract,
is contingent upon an annual appropriation by the Board of County Commissioners.
5. RECORDS - ACCESS AND AUDITS: The Provider shall maintain all books,
records, and documents directly pertinent to performance under this Agreement in
accordance with generally accepted accounting prinCiples consistently applied. The records
to justify all charges, expenses and costs incurred in performing the work shall be maintained
by the Provider for at least four (4) years after completion of this contract. The County shall
have reasonable and timely access to such books, records, and documents concerning the
contracted services. If an auditor employed by the County or Clerk determines that monies
Market Share, Inc. 2
,
paid to Provider pursuant to this Agreement were spent for purposes not authorized by this
Agreement, the Provider shall repay the monies together with interest calculated pursuant to
Sec. 55.03, FS. running from the date the monies were paid to Provider.
(a) PUBLIC ACCESS. The County and Provider shall allow and permit reasonable
access to, and inspection of, all documents. papers, letters or other 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 Provider in conjunction with this Agreement; and
the County shall have the right to unilaterally cancel this Agreement upon violation of this
provision by Provider.
6. INDEPENDENT CONTRACTOR RELATIONSHIP: The Provider, is and shall
be, in the performance of all works, services, and activities under this contract, an
independent contractor and not an employee, agent or servant of the County. The Provider
shall exercise control, direction, and supervision over the means and manner and personnel
in which it and its employees perform the work. In all respects, the "Provider's" relationship
and the relationship of its employees to the County shall be that of an independent contractor
and not as employees or agents of the County. Moreover, the Provider shall have no
authority whatsoever to act on behalf and/or as agent for the County in any promise,
contract, or representation other than specifically provided for in this contract. The County
shall at no time be legally responsible for any negligence on the part of said Provider, its
employees or agents, resulting in either bodily or personal injury or property damage to any
individual, form, or corporation.
7. MODIFICATION: Additions to, modification to, or deletions from the Scope of
Work and/or costs of work set forth in this contract may be made only by amendment to this
contract which must be approved in writing by the County. No modification shall become
effective without written approval of County.
8. BREACH AND PENALTIES: The parties agree to full performance of the
covenants contained in this contract, and the County reserves the right at its discretion,
provided any breach is material, to terminate the services in this contract for any
misfeasance, malfeasance or nonperformance of the contract terms or negligent
performance of the contract terms by Provider. Any waiver of any breach of covenants
herein contained shall not be deemed to be a continuing waiver and shall not operate to bar
the County from declaring a forfeiture for any succeeding breach either of the same
conditions or covenants or otherwise.
9. INSURANCE: The Provider shall maintain the following required insurance
throughout the entire term of this contract 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
Provider 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 Provider's failure to maintain the required
insurance.
The Provider shall provide, to the County. as satisfactory evidence of the required
insurance, either:
Market Share, Inc.
3
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 Provider's insurance shall not be construed as
relieving the Provider from any liability or obligation assumed under this contract or imposed
bylaw.
The Monroe County Board of County Commissioners, its employees and officials will
be included as "Additional Insured>> on all policies, except for Workers' Compensation.
Any deviations from these General Insurance Requirements must be requested in
writing from the County. Such requests shall be prepared from the County's form entitled
"Request for Waiver of Insurance Requirements>> and approved by Monroe County Risk
Management.
A. Prior to the commencement of work governed by this contract the Provider shall
obtain Workers' Compensation Insurance with limits sufficient to respond to Florida Statute
440.
In addition, the Provider shall obtain Employers' Liability Insurance with limits of
not less than:
$100,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease
$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-V 1 , as assigned by the A.M. Best Company.
B. Prior to the commencement of work governed by this contract, the Provider
shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of
the contract and include, as a minimum:
· Premises Operations and Contents
· Products and Completed Operations
· Blanket Contractual Liability
· Personal Injury Liability
· Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per person
$1,000,000 per Occurrence
$ 100,000 Property Damage
An Occurrence Form poricy 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.
,.
Market Share, Inc.
4
10. INDEMNIFICATION AND H OLD HARMLESS: The Provider shall indemnify
and hold harmless the County, their departments, agencies, officials, employees, agents,
servants and contractors, against any claims, liabilities and expenses (including reasonable
attorney's fees) arising as a result of any direct and/or indirect action of Provider, its
employees, agents, servants and/or contractors in the performance of the terms of this
contract or otherwise related to activity conducted in the furtherance of this contract except to
the extent that, in the case of any act of negligence, Provider reasonably relied upon material
supplied by the County or any employee of County. Provider shall immediately give notice to
County of any suit, claim or action made against Provider that is related to any activity under
this contract and will cooperate with the County in the investigation arising as a result of any
suit, claim or action related to this contract.
11. LAWS AND REGULATIONS; It shall be understood and agreed that any and
all services, materials and equipment shall comply fully with all Local. State and Federal laws
and regulations.
Tax.
12. TAXES: The County is exempt from Federal, Excise and State of Florida Sales
13. FINANCE CHARGES: The County will not be responsible for any finance
charges.
14. SEVERABILITY: If any term, covenant, condition or provision of this contract
shall be held by a court of competent jurisdiction to be invalid or unenforceable, the
remaining terms. covenants, conditions and provisions of this contract, or the application of
such provision other than those as to which it is invalid or unenforceable. shall not be
affected thereby; and each remaining term, covenant, condition and provision of this contract
shall be valid and 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
Provider 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.
15. FORCE MAJEURE: The Provider shall not be liable for delay in performance or
failure to perform in whole or in part, the services due to the occurrence of any contingency
beyond its control or the control of any of its sub-Providers or suppliers, including labor
dispute, strike. labor shortage, war or act or war whether an actual declaration thereof if
made or not, insurrection, sabotage, riot or civil commotion, act of public enemy, epidemic.
quarantine restriction, accident, fire, explosion, storm, flood, drought. or other act of God, act
of any governmental authority, jurisdictional action, or insufficient supply of fuel, electricity, or
materials or supplies, or technical failure where the Provider has exercised reasonable care
in the prevention thereof, and any such delay or failure shall not constitute a breach of the
contract. The Provider shall notify the TDC of any delay or failure to perform within five (5)
days of such action. Upon demand of TDC, the Provider. must furnish evidence of the
causes of such delay or failure. The Provider shall not resume its performance hereunder
unless provided for in the Scope of Services.
Market Share, Inc.
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16. ASSIGNMENT: Provider shall not assign, transfer, sublease, pledge,
hypothecate, surrender, or otherwise encumber of dispose of this contract or any estate
created by this contract or any interest in any portion of the same, or permit any other person
or persons, company or corporation to perform services under this contract without first
obtaining the written consent of the County. In the event of such consent, this contract shall
be binding upon the Provider's successors and assigns.
17. DISCLOSURE: The Provider shall be required to list any or all potential
conflicts of interest, as defined by Florida Statute 112 and Monroe County Ethics
Ordinances. The Provider shall disclose tot he County a II actual 0 r proposed conflicts 0 f
interest, financial or otherwise, direct or indirect, involving any client's interest which may
conflict with the interest of the County.
18. ADDITIONAL CONDITIONS: Provider agrees to accept additional conditions
governing the use of funds or performance of work as may be required by federal, state or
local statute, ordinance or regulation or by other policy adopted by County. Such additional
conditions shall not become effective until Provider has been notified in writing and no such
additional conditions shall be imposed retroactively.
19. INDEPENDENT PROFESSIONAL JUDGEMENT: Provider shall at all times
exercise independent professional judgment and shall assume full responsibility for the
service to be provided and work to be completed.
20. CARE OF PROPERTY: The Provider shall be responsible to the County for the
safekeeping and proper use of the property entrusted to Provider's care, to include any and
all insurance for the value of the equipment and any maintenance or service contracts
relating to such equipment for its service life.
21. ETHICS CLAUSE: The Firm warrants that no person has 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 the Firm or its
subcontractors. 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.
22. COVENANT OF NO INTEREST. County and Provider covenant that neither
presently has any interest, and shall not acquire any interest, which would conflict i n a ny
manner or degree with its performance under this Agreement, and that only interest of each
is to perform and receive benefits as recited in this Agreement.
23. NO SOLICITATION/PAYMENT. The County and Provider warrant that, in
respect to itself, it has neither employed nor retained any company or person, other than a
bona fide employee working solely for it, to solicit or secure this Agreement and that it has
not paid or agreed to pay any person, company, corporation, individual, or firm, other than a
bona fide employee working solely for it, any fee, commission, percentage, gift, or other
Market Share, Inc.
6
consideration contingent upon or resulting from the award or making of this Agreement. For
the breach or violation of the provision, the Provider agrees that the County shall have the
right to terminate this Agreement without liability and, at its discr~tio~, to offset from m~:>nies
owed. or otherwise recover. the full amount of such fee. commission, percentage, gift. or
consideration.
24. NOTICE: Any notice required or permitted under this contract shall be in writing
and hand-delivered or mailed, postage prepaid by certified mail, return receipt requested, to
the other party as follows:
For Provider:
Ms. Linda O'Brian
The Market Share Company, Inc.
605 United Street
Suite 1
Key West, FL 33040
For Monroe County TDC:
Ms. Lynda Stuart
1201 White Street
Suite 102
Key West, FL 33040
County shall give notice to Provider of any meetings on which is an agenda item pertaining to
Providers contract. Said notice shall be given so that Provider has ample time to make travel
arrangements for an Executive Board member to attend the meeting.
25. TERMINATION: Either party shall have the right to cancel this contract at its
sole discretion with or without cause upon ninety (90) days prior written notice to the other
party. Provider shalf deliver to the County all papers, equipment and other material related to
the work performed under this contract upon termination thereof.
26. 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 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 of real property to public entity, may not be
awarded or perform work as a contractor, supplier, subcontractor, or consultant under a
contract with any public entity, and may not transact business with any public entity in excess
of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of
36 months from the date of being placed on the convicted vendor list.
27. APPROVALS AND CHANGES OF SPECIFICATIONS OF SERVICES: The
TDC shall have the sole and exclusive right to approve, modify. reject, or cancel any and all
plans, proposals, submissions and other work in process, in which event the TDC's directions
shall be immediately implemented. However, nothing in this contract shall be construed as
requiring the Provider to violate any contractual commitments to vendors contracted on
TOe's behalf. A II contractual commitments toe ontracted vendors require the T DC's prior
written approval. The County shall only be liable for charges approved in writing prior to the
Provider's entering into such contractual commitment.
Market Share, Inc.
7
The performance of all services between Provider as described and otherwise
provided under this contract will be in full cooperation with and under the direct supervision of
the TDC. Whenever approval is required from the TDC, said approval shall be in writing from
the TDC Administrative Director or a designee, according to TDC policy.
28. EXCLUSIVE REPRESENTATION: The Provider agrees that it will not
represent any private resort or attraction within Monroe County or any other municipal or
County destination in Florida, without prior approval in writing from the TDC. Provider shall
act at all times herein as independent contractor, and nothing contained herein shall be
construed to create the relation of principal and agent or employer and employee, between
TDe/County and Provider.
29. GOVERNING LAW. VENUE. INTERPRETATION. COSTS. AND FEES: This
Agreement shall be governed by and construed in accordance with the laws of the State of
Florida applicable to contracts made and to be performed entirely in the State.
In the event that any cause of action or administrative proceeding is instituted
for the enforcement or interpretation of this Agreement, the County and Provider agree that
venue will lie in the appropriate court or before the appropriate administrative body in Monroe
County, Florida.
The County and Provider 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 of any other administrative or legal proceeding.
30. ATTORNEY'S FEES AND COSTS: The County and Provider 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~prevai/ing party, and shall include attorney's fees, courts costs,
investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings
initiated and conducted pursuant to this Agreement shall be in accordance with the Florida
Rules of Civil Procedure and usual and customary procedures required by the circuit court of
Monroe County.
31. ADJUDICATION OF DISPUTES OR DISAGREEMENTS. County and Provider
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 no resolution can be
agreed upon within 30 days after the first meet and confer session, the issue or issues shaH
be discussed at a public meeting of the Board of County Commissioners. 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.
32. 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 Provider agree to participate, to the extent required by the other
party, in all proceedings, hearings, processes, meetings, and other activities related to the
substance of this Agreement or provision of the services under this Agreement. County and
Provider specifically agree that no party to this Agreement shall be required to enter into any
arbitration proceedings related to this Agreement.
Market Share, Inc.
8
33. BINDING EFFECT. The terms, covenants, conditions, and provisions of this
Agreement shall bind and inure to the benefit of the County and Provider and their respective
legal representatives, successors, and assigns.
34. 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.
35. NONDISCRIMINATION. County and Provider 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 Provider 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 VI 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
patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 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. 1201 Note), as maybe amended from time to time,
relating to nondiscrimination on the basis of disability; 10) Any other nondiscrimination
provisions in any Federal or state statutes which may apply to the parties to, or the subject
matter of, this Agreement.
36. 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 Provider agree that neither the County nor the Provider
or a ny 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
37. ATTESTATIONS. Provider agrees to execute such documents as the County
may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement,
and a Drug-Free Workplace Statement.
38. OWNERSHIP: All work performed under the contract shall be the property
of the TDC and County, for whatever use and/or disposition the TDC and County may deem
Market Share, Inc.
9
appropriate. Such property shall include: a) all plans, documents and recommendations; b)
All manuscripts, copy, graphics, and videotapes. The TDC and County shall have the full
right to reproduce and/or use any products derived from the Provider's work under the
contract without payment of any royalties, or fees.
39. FULL CONTRACT: This writing embodies the entire contract and
understanding between the parties hereto, and there are not other contracts/agreements and
understandings, oral or written, with reference to the subject matter hereof that are not
merged herein and superseded hereby. In order to be effective, any amendment and/or
change to this contract shall be in writing recommended by the TOe and approved by the
County and signed by both parties.
40. 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.
41. CONSTRUCTION: This contract has been carefully reviewed by legal counsel
for both parties. Therefore, this contract shall not be strictly construed against either party on
the basis of authorship.
WHEREOF, the parties have executed this contract the day and year first
~
Monroe County Board of County
Commissioners
~ha~r~
(SEAL)
7t~~~J~
The Market Share Company, Inc.
~.'~
By: ~C'~C>v-
President
-
Market Share, Inc.
10
ADDENDUM TO AGREEME,.(.
THIS ADDENDUM is entered into this II/If day of / 1'--. ,2003, by and between
the Board of County Commissioners, Monroe County, Florida, hereinafter referred to as the County,
and The Market Share Company, Inc., hereinafter referred to as "Provider".
WITNESSETH
WHEREAS, there was an agreement entered into on April 20, 2000, between the parties to
provide for mail fulfillment services to promote and advertise the Florida Keys resulting from the data
collected by the five (5) chambers of commerce: and
WHEREAS, the original agreement allows for an extension for one (1) additional year beyond
the initial award period; and
WHEREAS, the monetary compensation needs to be revised;
NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties
agree to hereby amend the agreement entered into on April 20, 2000 as follows:
1. Paragraph 2. TERM, shall be amended as follows: Pursuant to the
agreement entered into on April 20, 2000 this agreement is extended for one (1) additional year
commencing June 1, 2003 and terminating on September 30, 2004.
2. Paragraph 3.a. COMPENSATION, shall be amended as follows: Provider shall charge
twenty two thousand and eight hundred ($22,800) dollars as an annual administration fee to cover
costs of preparing reports, maintaining equipment, downloading time, three (3) months storage and
other administration costs. Payment will be made in monthly installments of nineteen hundred
($1,900) dollars.
3. The remaining provisions of the agreement dated April 20, 2000 shall remain in full
force al'ldeffect"
" ~"^, '-- '-'.,
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Attest 6ANNY:l~"KOLHAGE, Clerk
,. , " -.': i; (~\ -.:,' '.
~Vzl!~::~
\<,.Qeputy~~rk.
Board of County Commissioners of
Monroe County
BY: 4j# >n ~
Mayor/Chairman
~ -<:',,":.:.::".>"
(CORPORATE SEAL)
Attest:
~
The Market Share Company, Inc.
'::
BY: '~~A- ()~
President
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(~.'^T' .-"O.,\f!_; T r, l _
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. AGREEMENT FOR MAIL FULFllL1V,ENT
THIS AGREEMENT, entered this 'lv fA day of ItP!2i t- , 2000,
by and between The The Market Share Company Inc. (hereinafter "Provider"), and the
Board of County Commissioners of Monroe County (hereinafter "County").
WHEREAS, the Tourist Development Council and County have individual
agreements with the five (5) chambers of commerce to provide telemarketing serices,
the County and the Tourist Development Council (hereinafter "TDC") shall contract with
the Provider for mail fulfillment services to promote and advertise the Florida Keys
resulting from the data collected by the five (5) chambers of commerce.
NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
1. Scope of Services: Provider shall process and mail material provided by
County pursuant to data downloaded from each of five chambers of commerce in the
Florida Keys. Down loading shall occur each Monday through Friday between the
hours of 9:00 a.m. and 11 :00 a.m. to the TDC office central computer unit. Mailing
information will then be down loaded from the central unit to the The Market Share
Company Inc. Only TDC approved materials may be inserted and mailed. Mailing
information is to be used for TOG business only. Provider shall ink jet address with a
bar-code, insert advertising and promotional materials as described below, and place
each piece into U.S. mail according to the following specifications:
(a) District Fulfillment Insertion and Label: Up to five (5) brochures or
similar promotional materials shall be inserted into envelopes ink jet addressed with a
bar-code to send pursuant to data downloaded from the five chambers of commerce.
The envelopes shall be #11 Ink jet process only. Mail shall be bulk-mail or first-class as
further specified in sub-paragraph (e).
(b) Keys Guide Insertion and label: A guide to the Florida Keys and
Key West shall be mailed, per direction in sub-paragraph (d), with a pre-printed indesia,
in a 6-1/4" x 9-1/2" envelope bar-coded and labeled pursuant to data downloaded from
the five (5) chambers of commerce, with the total weight of 6.60 ounces. Ink jet
process only. Mail shall be bulk-mail or first-class as further specified in sub-paragraph
(e).
(c) Case and Tube Handling: Provider shall mail out case and tube
mailings per County request
(d) Provider shall store three months supply of the materials supplied
by County for mail-out. Provider shall be reimbursed the cost of storage of collateral
materials, including applicable taxes, in excess of the three month supply.
(e) Provider shall mail out first-class mail, as required by the
downloaded data, within twenty-four (24) hours of receipt of data, and bulk mail, as
required by the downloaded data, within forty-eight (48) hours of accumulating sufficient
number of bulk-mail pieces to qualify for U.S. Postal Service bulk-mail rates. County
shall pay for the rental of a postage meter compatible with Provider's mailing machine
of Providers choice and used solely for County. Any postal cost required by the U.S.
Postmaster shall be paid directly to the U.S. Postmaster by County.
,
J
(f) Provluar shall insert written materials intorne envelopes with
machines except where in size of the material is incompatible with Provider's equipment
described in Provider's price quote which is incorporated herein by reference.
(g) Provider shall issue to County the following monthly reports:
Inventory Report: Reporting, beginning inventory plus material
received less material mailed out, and ending inventory.
Postage Accounts Reconciliation Report: Reconciliation of postage
funds in first class meter account and bulk mail account.
2. Term: This agreement shall commence on the first day of June, 2000,
and terminate on May 31, 2003. County may elect to renew this agreement for an
additional one year period, subject to an annual adjustment in the monetary terms.
Either party shall have the right to cancel this contract with or without cause upon
providing ninety (90) days written notice to the other party. Firm shall deliver to County
all papers and other materials related to the work performed under this contract upon
termination thereof. The County shall not be responsible for any expenses incurred by
FIRM after the effective date of termination.
3. Compensation:
a. Provider shall charge eighteen thousand ($18,000) dollars as an
annual administration fee to cover costs of preparing reports, maintaining equipment,
downloading time, three (3) months storage and other administration costs. Payment
will be made in monthly installments of fifteen hundred ($1,500) dollars.
b. Provider shall receive .23 cents per piece processed in
consideration for the District Fulfillment Insertion and Label and Keys Guide Insertion
and Label services described in paragraph 1, sub-paragraphs (a) and (b) in accordance
with all specifications of paragraph 1. Provider shall receive five dollars and seventy
five cents ($5.75) per each pre-packed box or case for handling and one dollar and
twenty five ($1.25) cents per poster tube handling.
c. Provider will be responsible for the removal, transport and disposal
of unused outdated collateral material as directed by the TOC. All costs associated with
this service is reimbu'rsable by the TOC.
d. The compensation under this agreement shall not exceed eighty
thousand dollars ($80,000), annually, subject to CPI increase if renewal is elected, and
is subject to availability of funds.
e. Monroe County's performance and obligation to pay under this
contract, is contingent upon an annual appropriation by the Board of County
Commissioners.
4. Records - Access and Audits: The Provider shall maintain adequate and
complete records to justify all charges, expenses and costs incurred in performing the
work for at least three (3) years after completion of this agreement. The County shall
have access to such books, records, and documents concerning the contracted
services. The access to and inspection of such books, records, and documents by the
County shall occur at any reasonable time. Provider understands that it shall be
responsible for repayment of any and all audit exceptions identified by County. Any
current or subsequent contract awards will be offset by the amount of any audit
exceptions. In the event there are not funds still held by County for a contract award,
the amount of audit exception shall be billed to Provider who shall promptly pay same,
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5. lndependern Contractor Relationship: The Provider, is and shall be, in the
performance of all works, services, and activities under this agreement, an independent
contractor and not an employee, agent or servant of the County. The Provider shall
exercise control, direction, and supervision over the means and manner and personnel
in which it and its employees perform the work.. In all respects, the "Provider's"
relationship and the relationship of its employees to the County shall be that of an
independent contractor and not as employees or agents of the county. Moreover, the
Provider shall have no authority whatsoever to act on behalf and/or as agent for the
County in any promise, agreement, or representation other than specifically provided for
in this agreement. The County shall at no time be legally responsible for any
negligence on the part of said contractor, its employees or agents, resulting in either
bodily or personal injury or property damage to any individual, form, or corporation.
6. Modification: Additions to, modification to, or deletions from the Scope of
Work and/or costs of work set forth in this contract may be made only by amendment to
this agreement which must be approved in writing by the County. No modification shaH
become effective without written approval of County.
7. Breach and Penalties: The parties agree to full performance of the
covenants contained in this contract, and the County reserves the right at its discretion,
provided any breach is material, to tt3rminate the services in this contract for any
misfeasance, malfeasance or nonperformance of the contract terms or negligent
performance of the contract terms by Provider. Any waiver of any breach of covenants
herein contained shall not be deemed to be a continuing waiver and shall not operate to
bar the County from declaring a forfeiture for any succeeding breach either of the same
conditions or covenants or otherwise.
8. Insurance: See "Exhibit A" for insurance requirements.
9. Indemnification and Hold Harmless: The Provider shall indemnify and
hold harmless the County, their departments, agencies, officials, employees, agents,
servants and contractors, against any claims, liabilities and expenses (including
reasonable attorney's fees) arising as a result of any direct and/or indirect action of
Provider, its employees, agents, servants and/or contractors in the performance of the
terms of this agreement or otherwise related to activity conducted in the furtherance of
this agreement except to the extent that, in the case of any act of negligence, Provider
reasonably relied upon material supplied by the County or any employee of County.
Provider shall immediately give notice to County of any suit, claim or action made
against Provider that is related to any activity under this agreement and will cooperate
with the County in the investigation arising as a result of any suit, claim or action related
to this agreement.
10. Permits: The Provider shall secure all required permits, and/or licenses
necessary for this project.
11. Laws and Regulations: (a) It shall be understood and agreed that any
and all services, materials and equipment shall comply fully with all Local, State and
Federal laws and regulations. Should Provider be incorporated in, and/or perform
services under this agreement in, a state other than Florida, Provider shall comply fully
with the laws and regulations of all applicable states, including the State of Florida.
This agreement shall be construed by and governed under the laws of the State of
Florida unless in an area of law pre-empted by federal law. Provider agrees for venue
of any dispute to lie in Monroe County, Florida. .
"
.)
/ ,
' ,
I '.
(b) Provider shall conil-'IY with all laws, including but not limited to:
(1 )
(2)
(3)
(4)
(5)
661 et seq.);
(13)
(14)
(15)
(16)
(17)
(18)
(19)
(20)
(21)
(22)
(23)
(24)
The National Environmental Policy Act of 1969 (42 U.S.C. s. 4321 et
seq.) and 24 C.F.R. Part 59:
Executive Order 11988, Flood plain Management;
Executive Order 11990, Protection of Wetlands;
The Endangered Species Act of 1973, as amended (16 U.S.C. s. 1531 et
seq.);
The Fish and Wildlife Coordination Act of 1958, a amended, (16 U.S.C. s
(6)
The Wild and Scenic Rivers Act of 1968, as amended, (16 U.S.C. s 1271
at seq.);
(7)
(8)
(9)
(10)
(11 )
(12)
The safe Drinking Water Act of 1974, as amended (42 U.S.C. s 300f et
seq.);
Section 401 (f) of the Lead-Based Paint Poisoning Prevention Act, as
amended (42 U.S.C. s 4831 (b) et seq.);
The Clean Air Act of 1970, as amended (42 U.S.C. s. 7401 et seq.);
The Federal Water PoUution Control Act of 1072, as amended (33 U.S.C.
s 1251 et seq.);
The Clean Water Act of 1977 (Public Law 95-217);
The Solid Waste Disposal Act, as amended by the Resource
Conservation
and Recovery Act of 1975 (42 U.S.C. s. 6901 et seq.);
Noise Abatement and Control: Departmental Policy Implementation
Responsibilities, and Standards, 24 C.F.R. Part 52; Subpart B;
Flood Disaster Protection Act of 1973, P.L 93-234;
Protection of Historic and Cultural Properties under HUD Programs, 24
C.F.R. Part 59;
Coastal Zone Management Act of 1972, P. L. 92-583
Executive Order 11593, "Protection and Enhancement of The Cultural
Environment";
Architectural and Construction Standards;
Architectural Barriers Act of 1968, 42 U.S.C. 4151;
Executive Order 11296, relating to evaluation of flood hazards;
Executive Order 11288, relating to the prevention, control and abatement
of water pollution;
Cost-Effective Energy Conservation Standards, 24 C.F.R. Part 39;
Section 8 Existing Housing Quality Standards, 24 C.F.R. Part 882;
Section 319 of Public Law 101-121, as provided in the "Government wide
Guidance for New Restrictions on Lobbying; Interim Final Guidance"
published in the December 20, 1989 Federal Register, which prohibits
recipients of federal contracts or grants from using appropriated funds
for lobbying in connection with a grant or contract, and requires that
each which requests or receives a federal contract or grant, and their
sub-recipients, disclose lobbying undertaken with non-federal funds
(See attachment D); and .
4
/_..
(
(25) Executive VI der No. 11246 of September.
(c) The Provider shall comply with all federal, state and local laws and
ordinances applicable to work or payment for work thereof, and shall not discriminate
on the grounds of race, color, religion, sex, age or national origin in the performance of
work under this agreement.
(d) Any violation of said statutes, ordinances, rules, regulations and executive
orders shall constitute a material breach of this agreement and shall entitle the County
to terminate this agreement immediately upon delivery of written notice to the Provider.
12. Taxes: The County s exempt from Federal, Excise and State of Florida
Sales Tax.
13. Finance Charges: The County will not be responsible for any finance
charges.
14. Severability: If any provision of this contract shall be held by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of this contract, or
the application of such provision other than those as to which it is invalid or
unenforceable, shall not be affected thereby; and each provision of this contract shall
be valid and enforceable to the fullest extent permitted by law.
15. Force Majeure: The Provider shall not be liable for delay in performance
or failure to perform in whole or in part, the services due to the occurrence of any
contingency beyond its control or the control of any of its sub-providers or suppliers,
including labor dispute, strike, labor shortage, war or act or war whether an actual
declaration thereof if made or not, insurrection, sabotage, riot or civil commotion, act of
public enemy, epidemic, quarantine restriction, accident, fire, explosion, storm, flood,
drought, or other act of God, act of any governmental authority, jurisdictional action, or
insufficient supply of fuel, electricity, or materials or supplies, or technical failure where
the Provider has exercised reasonable care in the prevention thereof, and any such
delay or failure shall not constitute a breach of the agreement. The Provider shall notify
the TOC of any delay or failure to perform within five (5) days of such action. Upon
demand of TOC, the Provider, must furnish evidence of the causes of such delay or
failure. The Provider shall not resume its performance hereunder unless provided for in
the Scope of Services.
16. Assignment Provider shall not assign, transfer, sublease, pledge,
hypothecate, surrender, or otherwise encumber of dispose of this contract or any estate
created by this contract or any interest in any portion of the same, or permit any other
person or persons, company or corporation to pelform services under this contract
without first obtaining the written consent of the County. In the event of such consent,
this agreement shall be binding upon the Provider's successors and assigns.
17. Disclosure: The Provider shall be required to list any or all potential
conflicts of interest, as defined by Florida Statute 112 and Monroe County Ethics
Ordinances. The Provider shall disclose to the County all actual or proposed conflicts
of interest, financial or otherwise, direct or indirect, involving any client's interest which
may conflict with the interest of the County.
18. Advertising: Prior to any advertising, publicity, or promotional materials
initiated by the Provider relating to the services under this agreement, the Provider
shall obtain prior written approval regarding said promotional material for the TDC
before such material can be released. Materials shall be presented to the TOC for
approval and shall be returned to the Provider in a timely manner. All promotional
5
c c
. .
material related to servic\;,i:) under this agreement shall include references to the Florida
Keys and Key West, and the Monroe County Tourist Development Council.
19. Additional Conditions: Provider agrees to accept additional conditions
governing the use of funds or performance of work as may be required by federal, state
or local statute, ordinance or regulation or by other policy adopted by County. Such
additional conditions shall not become effective until Provider has been notified in
writing and no such additional conditions shall be imposed retroactively.
20. Independent Professional Judgment: Provider shall at all times exercise
independent professional jUdgment and shall assume full responsibility for the service
to be provided and work to be completed,
21. Care of Property: The Provider shall be responsible to the County for the
safekeeping and proper use of the property entrusted to Provider's care, to include any
and all insurance for the value of the equipment and any maintenance or service
contracts relating to such equipment for its service life.
22. Ethics Clause: The Firm warrants that no person has 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 TOC has any interest, financially or otherwise, in the
Firm or its subcontractors.
23. Notice: Any notice required or permitted under this agreement shall be in
writing and hand-delivered or mailed, postage prepaid by certified mail, return receipt
requested, to the other party as follows:
To Provider:
The Market Share, Inc.
605 United Sf.
Suite 1
Key West. Florida 33040
To County:
TOe Administrative Office
1201 White St.
Suite 102
Key West, FL 33040
County shall give note to Provider of any meetings on which is an agenda item
pertaining to telemarketing. Said notice shall be given so that provider has ample time
to make travel arrangements for an Executive Board member to attend the meeting.
24. Termination: Termination of this agreement shall occur at the natural
ending date or earlier should either party terminate with or without cause.
25. Time: Time shall be of the essence as to this agreement.
26. 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 .
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 of real property to public entity, may not
be awarded or perform work as a contractor, supplier, subcontractor, or consultant
under a contract with any public entity, and may not transact business with any public
entity in excess of the threshold amount provided in Section 287.017, for CATEGORY
TVVO for a period of 36 months from the date of being placed on the convicted vendor
list.
27. Full Agreement: This writing embodies the entire Agreement and
understanding between the parties hereto, and there are not other agreements and
6
/ ;"
f l
understandings, oral or IIvllrten, with reference to the subject matter hereof that are not
merged herein and superseded hereby. In order to be effective any amendment and/or
change to this Agreement shall be in writing recommended by the TOC and approved
by the COUNTY and signed by both parties.
28. This contract has been carefully reviewed by legal counsel for both
parties. Therefore, this contract shall not be strictly construed against either party on
the basis of authorship.
IN WITNESS WHEREOF, the parties have executed this agreement the day and year
first above written.
(SEAL)
Attest:
The Market Share Company, Inc.
'(
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//'::>,':~::> '~,;;> h, ';\
"'Vi.",fittest, .,
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.t5-~
../ Clerk
Monroe County Board of County
Commissioners
cJ'~-:F~
Mayor/Chairman
Approved as to form and legal sufficiency:
Date:
7
EXHIBIT A
1996 Edition
WORKERS' COMPENSATION
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Prior to the commencement of work governed by this contract, the Contractor shaH obtain
Workers' Compensation Insurance with limits sufficient to respond to Florida Statute 440.
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, policy limits
$100,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire tenn of the contract.
Coverage shall be provided by a company or companies authorized to transact business in the
state of Florida.
If the Contractor has been approved by the Florida's Department of Labor, as an authorized self-
insurer, the County shall recognize and honor the Contractor's status. The Contractor may be
required to submit a Letter of Authorization issued by the Department of Labor and a Certificate
of Insurance, providing details on the Contractor's Excess Insurance Program.
If the Contractor participates in a self-insurance fund, a Certificate of Insurance will be required.
In addition, the Contractor may be required to submit updated financial statements from the fund
upon request from the County.
wet
Administration Instruction
#4709.2
88
1996 Edition
GENERAL LIABILITY
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Prior to the commencement of work governed by this contract, the Contractor shall obtain
General Liability Insurance. Coverage shall be maintained throughout the life of the contract 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:
$300,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$100,000 per Person
$300,000 per Occurrence
$ 50,000 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.
GLl
Administration Instruction
#4709.2
54
1996 Edition
VEHICLE LIABILITY
INSURANCE REQUIREMENTS
FOR
CONTRACT
BETWEEN
MONROE COUNTY, FLORIDA
AND
Recognizing that the work governed by this contract requires the use of vehicles, the Contractor,
prior to the commencement of work, shaH obtain Vehicle Liability Insurance. Coverage shall be
maintained throughout the life of the contract and include, as a minimum, liability coverage for:
· Owned, Non-Owned, and Hired Vehicles
The minimum limits acceptable shall be:
$100,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 50,000 per Person
$100,000 per Occurrence
$ 25,000 Property Damage
The Monroe County Board of County Commissioners shall be named as Additional Insured on
all policies issued to satisfy the above requirements.
VLl
Administration Instruction
#4709.2
81
1996 Edition
RISK MANAGEMENT
POLICY AND PROCEDURES
CONTRACTADMDaSTRATION
MANUAL
General Insurance Requirements
for
Other Contractors and Subcontractors
As a pre~requisite of the work governed, or the goods supplied under this contract (including the
pre-staging of personnel and material), the Contractor shall obtain, at his/her own expense,
insurance as specified in any attached schedules. whicharemadepart.ofthiscontract The
Contractor wilLensurethattheinsuranceo~tained Will extend protection to. all Subcontractors
eng~edbytheContractor.Asanalternative. the Contractor may require all Subcontractors to
obtai~in~uranc~consistent with the attached schedules, .. . .
. . . .. -: . ,- . . - " . .
TheContractorwillnot~epermittedtocornme.ncework .govemed by thiscolltract(includingpre-
staging of personnel and material) until satisfactory evidence of the required insurance has been
furnished to the County as specified below. Delays in the commencement ofworle, resulting from
the failure of the Contractor to provide satisfactory evidence of the required insurance, shall not
extend deadlines specified in this contract and any penalties and failure to perform assessments
shall be imposed as if the work commenced on the specified date and time, except for the
Contractor's failure to provide satisfactory evidence,
The Contractor shall maintain the required insurance throughout the entire term of this contract
and any extensions specified in the attached schedules, Failure to complywith this provision may
reslJItintheiIllltle<fjate.suspensionofalIworkuntiltherequired .illsurancenasbeen reinstated or
replaced.......Oe1aysjnthec(ltnPletioIl..pfwor]{[esultingfrQm.the.fajlure . of the Contractor to
maintain thereqtlired insurance shall not exteriddeadlines 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 the Contractor's failure to maintain the required insurance.
The Contractor shall provide. to the County, as satisfactory evidence of the required insurance,
either: ..
· Certificate of Insurance
or
· A Certified copy of the actual insurance policy.
The County, at its sole option, has the right to request a cenified copy of any or all insurance
policies required by this contract.
AU 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 Contractors insurance shall not be construed as relieving
the Contractor from any liability or obligation assumed under this contract or imposed by law,
Administration Instruction
#4709.3
14
1996 Edition
The Monroe County Board of County Commissioners, its employees and officials win 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 form entitled "Request for Waiver of Insurance Requirementsll and approved
by Monroe County Risk Management.
Administration Instnu;tion
#47093
15