2. 10/01/2003 to 09/30/2006 03/19/2003 Agreement
Clelt( 011lle
Circul coun
Danny L. Kolhage
Phone:~3550 Fax:29~3663
Memnrandum
To:
Lynda Stuart, OffICe Manager
Tourist Development Council
Attn:
Maxine Pacini
Isabel C. DeSantis,. V
Deputy Clerk r
From:
Date:
Wednesday, April 02, 2003
At the BOCC meeting on March 19,2003, the Board approved the following:
Agreement between Monroe County and the Islamorada Chamber of Commerce to
provide Visitor Information Services commencing October 1, 2003 through September
30, 2006 in an amount not to exceed $80,000 per year.
Agreement between Monroe County and the Marathon Chamber of Commerce to
provide Visitor Information Services commencing October 1, 2003 through September
30,2006 in an amount not to exceed $80,000 per year.
V Agreement between Monroe County and the Key Largo Chamber of Commerce to
provide Visitor Information Services commencing October 1, 2003 through September
30,2006 in an amount not to exceed $93,000 per year.
Agreement between Monroe County and the Lower Keys Chamber of Commerce
to provide Visitor Information Services commencing October 1, 2003 through September
30,2006 in an amount not to exceed $54,000 per year.
Agreement between Monroe County and the Key West Chamber of Commerce to
provide Visitor Information Services commencing October 1,2003 through September
30,2006 in an amount not to exceed $207,000 per year.
Agreement between Monroe County and the Greater Marathon Chamber of
Commerce covering The Original Marathon Florida Keys Seafood Festival on March
29-30, 2003 in an amount not to exceed $5,000, DAC III, FY 2003 Event Resources.
Agreement between Monroe County and the Key West Tourist Development
Association covering Fantasy Fest 2003 in an amount not to exceed $95,000, DAC I, FY
2003 Event Resources and $5,000, DAC II, FY 2003 Event Resources.
Agreement between Monroe County and the Key West Theatre Festival, Inc.
covering the Twelfth Annual Theatre Festival on June 19-29, 2003 in an amount not to
exceed $35,000, DAC 1,2003 Event Resources.
Amendment to Agreement between Monroe County and Sunny Keys Fishing
Tournaments, Inc. to change the name of their event from Key Largo Fishing Tournament
to Key Largo Dolphin Tournament.
Attached hereto are two (2) duplicate originals of each document for your
handling. Should you have any questions concerning the above, please do not hesitate
to contact this office.
cc: Finance
County Attorney
File V
AGREEMENTiJ.
THIS AGREEMENT is entered into this /7 day of l14 Ll/H ,
2003, by and between the BOARD OF COUNTY COMMISSIONERS, Monroe County,
Florida, hereinafter referred to as the County, and the Key Largo Chamber of
Commerce, hereinafter referred to as Provider;
WITNESSETH
WHEREAS, Provider is qualified to provide Visitor Information Services which
promote tourism; and
WHEREAS, County and Provider currently have a contractual arrangement for
services through September 30,2003; and
WHEREAS, both parties desire to modify said agreement and to extend it an
additional three years; and
WHEREAS, the Tourist Development Council (TDC) has recommended to
County that a new contract for Visitor Information Services be entered into; and
WHEREAS, the County wishes to enter into this Agreement for Visitor
I nformation Services with the Provider;
NOW AND THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:
1. OLD AGREEMENT SUPERSEDED: The Agreement dated September 8,
1993; as modified on April 8, 1998 and amended May 15, 2002 is superseded and
replaced by this Agreement effective on the beginning date of paragraph 2.
2. TERMS: The term of this Agreement is for a period of three years
beginning October 1, 2003 and expiring on September 30, 2006.
3. SCOPE OF SERVICES: The Provider shall pursuant to this agreement,
provide Visitor Information Services as described herein:
a. The Provider shall respond to all telephone inquiries from generic and
district toll free number(s), and from their (305) line with general information about the
Florida Keys and any specified district destination within.
b. The Provider shall respond to all e-mail (Internet) inquiries for fulfillment
requests or Destination information.
Key Largo Chamber of Commerce 2003
1
c. The Provider shall give the TOC official website address FLA-Keys.com
as the first response for the web site information.
d. The Provider shall respond to all telephone and Internet inquiries for the
benefit of Monroe County as a whole and not for the benefit of the Provider, members
of the Provider and/or discriminate between chamber and non-chamber members
where generic/district materials are provided by the TOC.
e. The Provider may make referrals to lodging accommodations, however, it
shall do so only pursuant to a system that provides for fair and equitable distribution to
all entities which collect and remit to the County the tourist development tax, with no
preferential treatment for any entity having a business relationship with the referral
service Provider. Further, such referral service system shall require the referral service
Provider, whether the Chamber of Commerce or a contractor thereof, to have and
maintain the following protections for the County:
(i) a binding agreement to hold harmless and indemnify the County from any claims
of liability, loses and causes of action which may arise out of or as a result of the
referrals;
(ii) general liability insurance with a minimum of $1 million coverage which includes
Monroe County as a named insured; and
(iii) a monitoring mechanism whereby results of performance, in terms of amount of
business referred and fairness and equity of referrals, can be reported to the Chamber
and the TOC.
f.
the TOC.
The Provider shall submit a business referral report on a monthly basis to
g. The Provider shall retrieve and record all information required by the
software program displayed on the monitor which includes the name, address, zip code,
telephone number (when provided), and e-mail address (when provided) of the caller.
(see EXHIBIT A)
h. The Provider shall provide live telephone and Internet service minimum as
follows: 9:00 a.m. to 6:00 p.m., Monday through Sunday (closed New Years Oay,
Easter Sunday, Memorial Oay, Independence Oay, Labor Oay, Thanksgiving Oayand
Christmas Oay). Sub-contracted live operator(s), voice mail, answering machine or
similar procedures will be provided to capture the required information during off hour
operation.
i. All visitor-related collateral requests shall be entered into the TOC
computer network system on a daily basis to be downloaded to the TOC mail fulfillment
house. Only TOC approved collateral material will be used in the fulfillment of generic
and district requests. This provision shall not preclude the Provider from sending at
their own cost any materials other than TOC approved materials.
Key Largo Chamber of Commerce 2003
2
j. The Provider shall provide fast internet access to the TDC web site.
k. The Visitor Information Service program is subject to review and periodic
change by the Monroe County Tourist Development Council. Any significant change
resulting in substantial costs and/or time in the scope of services requires the written
and signed consent of both parties.
I. The toll-free numbered telephone lines for which the tourist development
tax pays shall be used only for tourism-related business purposes.
m. The Provider shall provide Visitor Information Services to visitors walking
into the facility during the regular working hours of 9:00 a.m. - 6:00 p.m. seven days a
week (closed New Years Day, Easter Sunday, Memorial Day, Independence Day,
Labor Day, Thanksgiving Day and Christmas Day).
n. County shall provide the toll-free number phone lines and routing services
to handle overflow or excessive calls required by this Agreement.
o. County shall provide e-mail access from the TDC website directly to the
Chambers of Commerce.
p. The County will provide all Visitor Information Services equipment and
maintenance as determined by the TDC.
4. COMPENSATION: Compensation shall be paid, subject to availability of
Tourist Development Tax Funds and approved as follows: /
a. The County shall pay to the Provider for services rendered in the amount
of $93,000 (Ninety Three Thousand Dollars) per year.
b. The County shall pay to the Provider for services rendered at the specified
rate in twelve equal (12) monthly payments per year. Said payment shall occur upon
the TDC Administrative Office verifying and certifying that the requirements and data as
set forth within the agreement entered into by and between Provider and the County
have been fully performed. Periodic monitoring efforts shall be conducted by the TDC
for the purposes of system review and compliance of agreement requirements. Monroe
County's performance and obligation to pay under this contract, is contingent upon an
annual appropriation by the SOCC.
5. GENERAL PROVISIONS: County shall subject to the provIsions of
Florida Statute section 768.28, indemnify and hold Provider harmless from any suits,
claims, damages, costs, or expenses arising in connection with false, defamatory, or
otherwise objectionable advertising material, including material which invades the
privacy of individuals, which advertising material has been suggested, ordered or
approved by TDC. Provider agrees to indemnify and hold harmless Monroe County
Key Largo Chamber of Commerce 2003
3
against any claim of liability, losses and causes of action which may arise out of the
fulfillment of the agreement. Provider agrees to pay all claims and losses and shall
defend all suits filed due to the negligent acts, errors or omissions of its employees
and/or agents, including related court costs.
6. APPROVAL AND CHANGES: The TDC shall have the sole and exclusive
right to approve or reject changes to the software program, format of questions required
to be asked of callers, and other program requirements of the Visitor Information
System, in which case the TDC's directions shall be immediately implemented.
Periodic monitoring efforts shall be conducted by the TDC for the purposes of system
review with feedback to Provider to encourage improvement in the quality of service in
conjunction with modifications to established standards and training tools made
available by TDC to the Provider.
7. RECORDS - ACCESS AND AUDITS: Separate and apart from the
Provider's normal business records, the Provider shall maintain books, records and
documents concerning the contracted services. These records shall be maintained in
compliance with Generally Accepted Accounting Principles and such records must
remain available for at least three (3) years after completion of this Contract. The
Provider shall provide TDC/County access to any of the books, records or documents
concerning the contracted services during regular business hours, upon reasonable
notice. In the event such inspection by TDC/County reveals a substantial failure on the
part of the Provider to carry out the contracted services, the TDC/County shall make a
written demand upon the Provider to repay a reasonable amount of the funds received
by the Provider for the unfulfilled contracted services. The TDC/County and Provider
agree to attempt to resolve such exceptions/repayments in good faith.
8. TERMINATION: Either party shall have the right to cancel this Agreement
at its sole discretion with or without cause upon one hundred and twenty (120) days
prior written notice to the other party. Provider shall deliver to the County all papers,
equipment and other material related to the work performed under this contract upon
termination thereof.
9. DISCLOSURE OF INTERESTS: The Provider agrees that it has provided
to the County prior to the execution of this Agreement written disclosure of any existing
financial interest in the business of its suppliers or Provider's utilized in fulfillment of this
Agreement, and shall disclose said interests as they may arise from time to time. Thirty
days prior to contracting of any service the Provider shall provide to County a copy of
any contract with any entity to perform services which utilize, connect with, or derive
from the services and information retrieval required under this agreement. The Provider
shall be required to list any or all potential conflicts or interest, as defined by Florida
Statute 112 and Monroe County Code and shall disclose to the County and TDC 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 and
TDC.
Key Largo Chamber of Commerce 2003
4
10. 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.
11. TAXES: The County and TDC are exempt from Federal Excise and State
of Florida Sales Tax. The County is not responsible for any taxes incurred by Provider.
12. FINANCE CHARGES: The County and TDC will not be responsible for
any finance charges.
13. FORCE MAJEURE: 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 subcontractors or suppliers,
including labor dispute, strike, labor shortage, war or act of 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
Provider has exercised reasonable care in the prevention thereof, and any such delay
or failure shall not constitute a breach of this Agreement.
14. ASSIGNMENT: The Provider shall not assign, transfer, convey, sublet or
otherwise dispose of this contract, or of any or all of its rights, title or interest therein or
information generated or collected in the performance of this agreement (other than
responses to public information requests from any person or entity whether in or out of
state), without prior written consent of the County and TDC.
15. COMPLIANCE WITH LAWS-NONDISCRIMINATION: The Provider shall
comply with all international, federal, state and local laws and ordinances applicable to
the 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. This Agreement shall be subject to all international, federal, state, and
local laws and ordinances.
16. 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:
Key Largo Chamber of Commerce 2003
5
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 by law.
The Monroe County Board of County Commissioners, its employees and officials
will be included as "Additional Insured" on all policies, except for Workers'
Compensation.
Any deviations from these General Insurance Requirements must be requested
in writing 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, policy limits
$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
Key Largo Chamber of Commerce 2003
*
6
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 Cou nty.
The Monroe County Board of County Commissioners shall be named as
Additional Insured on all policies issued to satisfy the above requirements.
17. GOVERNING LAWNENUE: This Agreement shall be governed and
construed by and in accordance with the laws of the State of Florida. Venue for any
dispute shall be in Monroe County.
18. ENTIRE AGREEMENT AMENDMENT: This writing embodies the entire
Agreement and understanding between the parties hereto, and there are not other
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 to this Agreement shall be in writing recommended by the TDC and
approved by the County and signed by both parties.
19. PROPERTY RIGHTS: The County shall own all equipment and materials
supplied for the Visitor Information Services program including computer hardware and
software. For the purposes of the public records act, all data entered into the Monroe
County Tourist Development Council's computer network system shall be County
material.
20. SEVERABILITY: If any provisions of this Agreement shall be held by a
Court of competent jurisdiction to be invalid or unenforceable, the remainder of this
agreement, 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 Agreement
shall be valid and enforceable to the fullest extent permitted by law.
21. AUTHORITY: Each of the signatories for the Provider below certifies and
warrants that:
a) The Provider's name in the agreement is the full name as designated in its
corporate charter, and b) they are empowered to act and contract for the contractor and
c) this agreement has been approved by the Provider's Board of Directors.
22. ETHICS CLAUSE: Provider warrants that helit has not employed retained
or otherwise had act on his/its behalf any former County office or employee in violation
of Section 2 or Ordinance No. 10-1990 or any County officer or employee in violation of
Section 3 of Ordinance No. 10-1990. For breach or violation of the provision the
County may, at its discretion terminate this contract without liability and may also, at its
discretion, deduct from the contract or purchase price, or otherwise recover, the full
amount of any fee, commission, percentage, gift, or consideration paid to the former or
present County officer or employee.
Key Largo Chamber of Commerce 2003
7
23. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has
been placed on the convicted vendor list following a conviction for public entity crime
may not submit a bid on a contract to provide any goods or services to a public entity,
may not submit a bid on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids on leases of real property to public
entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or
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.
IN WITNESS WHEREOF, the parties hereto have executed this agreement the
day and year first above written
(SEAL)
Attest: Danny L. Kolhage, Clerk
~Q. Q.u~~
Deputy Clerk
Board of County Commissioners
of Monroe County
~Jd ~y~~~r
(CORPORATE SEAL)
Attest:
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ber of Commerce
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EXHIBIT A
TIS SOFTWARE PROGRAM
May I have your name
mailing address
zip code
What is caller interested in
1. Caller is travel agent requesting brochures
2. General infor., brochures, other info
comments
Ad source type - YY
comments
How many packets would you like
Information on other districts
1. Key West
3. Marathon
5. Key Largo
7. End
comments
What number they dialed to reach us
comments
What kind( s) of information did caller request:
1. Hotel/Motels
3. Vacation rentals
6. Back country Fishing
8. Snorkeling
10 Sailing
12. Attractions
14. HoneymoonAWeddings
16. Coupon book
How many people are traveling
comments
What month are they traveling
1. Ian 2. Feb
7. July 8. Aug
3.
9.
How will you be traveling
1. Commercial Airlines
4. Tour bus
7. Cruise Ship
comments
Key Largo Chamber of Commerce 2003
2.
4.
6.
March
Sept
Lower keys
Islamorada
All Keys
2.
4.
7.
9.
11.
13.
15.
17.
2.
5.
8.
B&BreakfastJGuesthouses
CampgroundJR. V. Parks
Diving
Marinas
Boat rentals
Restaurants/Entertainment
Relocation/Real Estate
End
4. April 5. May 6. June
10. Oct 11. Nov 12. Dec
Private plane 3. Automobile
RV 6. Private Boat
Fly Drive 9. Undecided
9