Item F1 F.1
Coty f � ,�� ,' BOARD OF COUNTY COMMISSIONERS
�� Mayor David Rice,District 4
The Florida Keys � Mayor Pro Tem Craig Cates,District I
y Michelle Coldiron,District 2
James K.Scholl,District 3
Ij Holly Merrill Raschein,District 5
County Commission Meeting
July 20, 2022
Agenda Item Number: F.1
Agenda Item Summary #10716
BULK ITEM: Yes DEPARTMENT: Tourist Development Council
TIME APPROXIMATE: STAFF CONTACT: Ammie Machan (305) 296-1552
N/A
AGENDA ITEM WORDING: Approval of an Amendment to Agreement with Key West Business
Guild, Inc. for gay and lesbian visitor information services to exercise the option to extend the
Agreement to September 30, 2024; increase the compensation by 5% to $55,125/year; and revise the
scope of services to reflect how visitor data is collected.
ITEM BACKGROUND: The current agreement with Key West Business Guild, Inc. to provide
gay and lesbian visitor information expires on September 30, 2022. Within the agreement is an
option to extend the agreement for an additional two year period with an increase in compensation of
up to 5%. Attached is an amendment to extend the agreement to September 30, 2024; increase the
compensation by 5% to $55,125; and revise the scope of services to reflect how visitor data is
collected.
DAC I approved at their meeting of May 11, 2022
TDC approved same at their meeting of June 1, 2022
PREVIOUS RELEVANT BOCC ACTION: BOCC approved original agreement at their meeting
of April 17, 2019.
CONTRACT/AGREEMENT CHANGES:
Amendment to Extend
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Business Guild Amendment and Original Agreement
FINANCIAL IMPACT:
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F.1
Effective Date: October 1, 2019
Expiration Date: September 30, 2024
Total Dollar Value of Contract: $110,250
Total Cost to County: No Cost to County
Current Year Portion: $55,125
Budgeted: Yes
Source of Funds: TDC
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: No If yes, amount:
Grant:
County Match:
Insurance Required: No
Additional Details:
07/20/22 117-77010 - TDC INFO SVCS 117 $55,125.00
REVIEWED BY:
Maxine Pacini Completed 06/06/2022 2:35 PM
Christine Limbert Completed 06/08/2022 10:58 AM
Purchasing Completed 06/08/2022 11:17 AM
Budget and Finance Completed 06/08/2022 11:27 AM
Brian Bradley Completed 06/08/2022 12:23 PM
Lindsey Ballard Completed 07/05/2022 11:49 AM
Board of County Commissioners Pending 07/20/2022 9:00 AM
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AMENDMENT TO AGREEMENT
THIS AMENDMENT to Agreement dated on the day of 2022
entered into by and between the or of County Commissioners for Monroe County, a
political subdivision of the state of Florida (County), on behalf of the Tourist Development
Council, and the Key West Business Guild, Inc., (hereinafter called the Contractor)
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WHEREAS, there was an Agreement entered into on April 17, 2019 between the
parties for Contractor to provide Visitor Information Services which promote gay and
lesbian tourism; and
WHEREAS, the original agreement with Contractor provides an option to renew
the Agreement for an additional two (2) year period with an increase in compensation of
up to five percent (5%); and
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WHEREAS, the parties desire to exercise the option to extend the Agreement 2
under the same terms and conditions for an additional two (2) year period with a five 0
percent (5%) increase in compensation; and 0
WHEREAS, the parties desire to revise the Scope of Service for the Agreement to E
clarify how visitor data is collected; and
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NOW, THEREFORE, in consideration of the mutual covenants contained herein <
the parties agree to the amended Agreement as follows:
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1 Paragraph 2 of the Agreement shall read: Term of Agreement: The
Agreement shall expire on September 30, 2024.
3. Paragraph 3 of the Agreement shall read: 3. Scope of Work: Contractor shall
provide Gay & Lesbian Visitor Information Services for the County as described below:
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A. The Contractor will respond to all visitor inquiries (telephone, email/web and in-
person walk-ins) for the benefit of the destination as a whole, and not just for the
benefit of the Contractor or members of the Contractor's organization, nor E
discriminate against non-members.
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B. The Contractor will use an approved standard template when responding to <
visitor emails/web inquiries. Said template shall include a link to visit the TDC
official website (Avv�y:,fla a link to sign up for a Gay & Lesbian
eNewsle U)tter via the Contractor's website, and a link to download an electronic U)
version of the brochure used in VIS mail fulfillment via the Contractor's website (if 0
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mail fulfillment is provided). The template may also include Contractor's logo and
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a link to Contractor's website. Said template is subject to review and periodic
change by the Monroe County TDC.
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C. The Contractor will give the TDC official website address: www.fla-keys.com,
or its Gay and Lesbian info page: www.fla-keys.com/gay, as the first response for <
Key West Business Guild
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a destination website and shall introduce the official TDC website to all caller and
email enquirers as a source for further information on the destination. This :6
provision shall not preclude Contractor from introducing its own website as a
secondary source of information.
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D. The Contractor will provide Visitor Information Services to visitors or enquirers
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calling into, emailing or walking into the facility Monday through Saturday, 9:00
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a.m. to 5:00 p.m., with the exception of Christmas Eve afternoon, Christmas Day; T
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New Year's Day; President's Day, Easter, Memorial Day; Independence Day;
Labor Day and Thanksgiving Day.
E. The Contractor will provide voice mail, answering machine or similar
procedures to capture visitor inquiries during off hour operations or call overflow.
F. The Contractor will provide and maintain a website at their own cost for gay E
and lesbian visitor information; including gay and lesbian accommodations and 2
attractions within the destination, a link to the TDC website. The website shall be
available 24 hours a day, Monday through Sunday, with the exception of required 0
outages for site maintenance and upgrades.
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G. The Contractor shall record and capture visitor market research data from
telephone inquiries, email inquiries or walk-in visitors. Market research data can E
be captured via in-facility kiosk or by staff data entry.
H. The Contractor will provide tracking data on visitation to the website; including E
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total sessions, total page views, top pages viewed, top referral pages and top 2
referral search engines. Contractor shall provide these website visitation statistics
to the TDC on a monthly basis.
I. The Contractor will produce collateral material for gay and lesbian visitors and
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provide mail fulfillment of said material internally or via subcontract. The Contractor
shall retrieve and record all information required for callers or email inquiries
resulting in mail fulfillment requests; which includes the name, address, ZIP code
and telephone number or email address (when provided) of the caller. E
J. The Contractor will prepare labels, place labels on envelopes, place approved E
collateral material in envelopes, place first class postage and deliver fulfillment to
the post office. The Contractor shall use its own collateral material and/or local
gay/lesbian industry materials as mail fulfillment. Contractor shall provide the TDC U)
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with a copy of any collateral materials used for mail fulfillment for their records.
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K. The Contractor will provide its own (305) telephone line(s), collateral material,
mail fulfillment envelopes/packaging, postage, postage equipment, computer
equipment and staff to provide said service. No additional funding shall be
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provided by the TDC for fulfillment of these contractual services.
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L. The Contractor is prohibited from distributing visitor name and address
information recorded via visitor collateral requests to third parties without the
express verbal or written consent of the visitors. Contractor shall at all times
comply with the Telecommunications Act, relevant Postal Regulations or other
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regulations regarding third party it distribution. U)
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M. The Visitor Information Service program is subject to review and periodic
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change by the Monroe County C. Any significant change resulting in substantial T
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costs and/or time in the scope of services requires the written and signed consent
of both parties.
2. Paragraph 4 of the Agreement shall read: Compensation: Contractor shall
charge $55,125 (Fifty Five Thousand One Hundred and Twenty Five Dollars) as an
annual administration fee to cover costs outlined in scope of services. Payment will be
made in twelve (12) monthly installments of $4,593.75 (Four Thousand Five Hundred
Ninety-Three Dollars and Seventy-Five Cents). The BOCC and the TDC assume no
liability to fund this agreement for an amount in excess of this award. Payment for
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expenditures permissible by law and County policies shall be made through
reimbursement to Contractor upon presentation of invoices, and other documentation
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necessary to support a claim for reimbursement. Monroe County's performance and
obligation to pay under this agreement is contingent upon an annual appropriation by the E
BOCC.
3. The remaining provisions of the Agreement dated on April 17, 2019 shall
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remain in full force and effect.
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Gay&Lesbian VIS
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1N OTNESS VVHlF:::RE0F, the Ipartles have set their hands and seal on the day and year
'first above wdtten.
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In
Attest: Kevun Madok, CIlerk of Mo Co nroe rarity (D
As Deputy Ierk Mayor]Chairmari
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lKey-West Businelss Gufld, Inc. MONROE COUNTY ATTORNEY
CHRISTINE LIMBERT�BARROWS
ASSISTANT COUNTY ATTORNEY
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KEY WEST BUSINESS GUILD — GAY & LESBIAN VIS AGREEMENT
THIS AGREEMENT (Agreement), made and entered into this = day of V1F�I ► 1 , 2019
and between MONROE COUNTY, FLORIDA, (hereinafter called the County), and 'Key West
Business Guild, Inc., (hereinafter called the Contractor).
WHEREAS, Contractor has successfully provided Visitor Information Services which promote
gay and lesbian tourism for the County and Tourist Development Council (TDC) since April 1,
2001; and
WHEREAS, TDC has recommended to the County that Contractor be awarded an Agreement
for Visitor Information Services which promote gay and lesbian tourism;
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NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein
and for the consideration hereinafter set forth, the parties mutually agree as follows:
1. The Agreement: This Agreement constitutes the entire Agreement between the County
and the Contractor for the services contemplated herein. Any amendments or revisions to this
Agreement must be in writing and be executed in the same manner as this Agreement.
2. Term of Agreement: The term of the Agreement is for three years, commencing on
October 1, 2019, and ending on September 30,,2022. In addition, the County shall have the E
option to extend the Agreement for one additional two-year period with an increase in
compensation of up to five percent (5%), as further outlined below.
3. Scope of Work: Contractor shall provide Gay & Lesbian Visitor Information Services for
the County as described below:
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A. The Contractor will respond to all visitor inquiries (telephone, email/web and in-
person walk-ins) for the benefit of the destination as a whole, and not just for the benefit
of the Contractor or members of the Contractor's organization, nor discriminate against E
non-members.
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B. The Contractor will use an approved standard template when responding to visitor
emails/web inquiries. Said template shall include a link to visit the TDC official website
(www.fla-keys.com), a link to sign up for a Gay & Lesbian eNewsletter via the U)
Contractor's website, and a link to download an electronic version of the brochure used
in VIS mail fulfillment via the Contractor's website (if mail fulfillment is provided). The
template may also include Contractor's logo and a link to Contractor's website.
C. The Contractor will give the TDC official website address: www.fla-keys.com, or its
Gay and Lesbian info page: www.fla-keys.com/gay, as the first response for a
destination website and shall introduce the official TDC website to all caller and email
enquirers as a source for further information on the destination. This provision shall not
Key West Business Guild 1
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preclude Contractor from introducing its own website as. a secondary source of
information.
D. The Contractor will provide visitor walk-in traffic data to the TDC on a monthly basis.
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E. The Contractor will provide Visitor Information Services to visitors or enquirers
calling into, emailing or walking into the facility Monday through Saturday, 9:00 a.m. to
5:00 p.m., with the exception of Christmas Eve afternoon, Christmas Day; New Year's
Day; President's Day, Easter, Memorial Day; Independence Day; Labor Day and
Thanksgiving Day.
F. The Contractor will provide voice mail, answering machine or similar procedures to
capture visitor inquiries during off hour operations or call overflow.
G. The Contractor will provide and maintain a website at their own cost for gay and
lesbian visitor information; including gay and lesbian accommodations and attractions
within the destination, a link to the TDC website. The website shall be available 24
hours a day, Monday through Sunday, with the exception of required outages for site
maintenance and upgrades.
H. The Contractor will maintain an online survey of website visitors. A link to the survey
shall be placed on the homepage. The survey shall record and capture visitor market E
research data; including visitor state or country of origin, age range, length of stay,
month of planned visit, type of accommodation desired, travel method, past visitation to
Key West. Contractor shall provide .TDC with a monthly report of aggregate visitor
response to online survey questions.
I. The Contractor will provide email addresses to the TDC on a monthly basis.
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J. The Contractor will provide tracking data on visitation to the website; including total
sessions, total page views, top pages viewed, top referral pages and top referral search
engines. Contractor shall provide these website visitation statistics to the TDC on a
monthly basis. E
K. The Contractor will produce collateral material for gay and lesbian visitors and E
provide mail fulfillment of said material internally or via subcontract. The Contractor shall
retrieve and record all information required for callers or email inquiries resulting in mail E
fulfillment requests; which includes the name, address, ZIP code and telephone number U)
or email address (when provided) of the caller.
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L. The Contractor will prepare labels, place labels on envelopes, place approved
collateral material in envelopes, place first class postage and deliver fulfillment to the
post office. The Contractor shall use its own collateral material and/or local gay/lesbian E
industry materials as mail fulfillment. Contractor shall provide the TDC with a copy of
any collateral materials used for mail fulfillment for their records.
Key West Business Guild 2
Gay& Lesbian VIS
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M. The Contractor will provide its own (305) telephone line(s), collateral material, mail
fulfillment envelopes/packaging, postage, postage equipment, computer equipment and
staff to provide said service. No additional funding shall be provided by the TDC for
fulfillment of these contractual services.
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N. The Contractor is prohibited from distributing visitor name and address information
recorded via visitor collateral requests to third parties without the express verbal or
written consent of the visitors. Contractor shall at all times comply with the
Telecommunications Act, relevant Postal Regulations or other regulations regarding
third party mail distribution.
O. The Visitor Information Service program is subject to review and periodic change by
the Monroe County TDC. Any significant change resulting in substantial costs and/or
time in the scope of services requires the written and signed consent of both parties.
4. Compensation: Contractor shall charge $52,500 (Fifty Two Thousand and Five
Hundred Dollars) as an annual administration fee to cover costs outlined in scope of
services. Payment will be made in twelve (12) monthly installments of$4,375 (Four Thousand
Three Hundred and Seventy Five Dollars. If the option to extend the Agreement for an
additional two years is exercised by the parties, the annual Agreement amount shall be E
increased by up to 5% or to no more than $55,125 per year. The BOCC and the TDC assume
no liability to fund this agreement for an amount in excess of this award. Payment for
expenditures permissible by law and County policies shall be made through reimbursement to
Contractor upon presentation of invoices, and other documentation necessary to support a
claim for reimbursement. Monroe County's performance and obligation to pay under this
agreement is contingent upon an annual appropriation by the BOCC.
5. Contractor's Acceptance of Conditions: The Contractor hereby agrees to carefully
examine the scope of services and assumes full responsibility therefore. Under no
circumstances, conditions or situations shall this Agreement be more strongly construed
against the County than against the Contractor.
A. Any ambiguity or uncertainty in the scope of services shall be interpreted and
construed by the County, and the County's decision shall be final and binding upon all
parties. E
B. The passing, approval and/or acceptance by the County of any of the services E
furnished by the Contractor shall not operate as a waiver by the County of strict U)
compliance with the terms of this Agreement. Failure on the part of the Contractor,
immediately after Notice to Correct a default, shall entitle the County, if it sees fit, to
correct the same and recover the reasonable cost of such replacement and/or repair
from the Contractor, who in any event shall be jointly and severely liable to the County
for all damage, loss and expense caused to the County by reason of the Contractor's E
breach of this Agreement and/or his failure to comply strictly and in all things with this
Agreement and with the specifications.
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C. The Contractor agrees that the TDC may designate representatives to visit the
Contractor's facility (ies) periodically to conduct random open file evaluations during the
Contractor's normal business hours.
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D. The Contractor warrants that it has, and shall maintain throughout the term of this U)
Agreement, appropriate licenses and permits required to conduct its business, and that
it will at all times conduct its business activities in a reputable manner. Proof of such
licenses and permits shall be submitted to the County upon request.
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6. Contractor's Financial Records: Contractor shall maintain all books, records and
documents directly pertinent to performance under this Agreement in accordance with
generally accepted accounting principles consistently applied. Each party to this Agreement or
their authorized representatives shall have reasonable and timely access to such records of
each other party to this Agreement for public records purposes during the term of the
Agreement and for four years following the termination of this Agreement.
7. Public Records Compliance: Contractor must comply with Florida public records laws,
including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the
Constitution of Florida. The County and Contractor shall allow and permit reasonable access
to, and inspection of, all documents, records, papers, letters or other "public record" materials
in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes,
and made or received by the County and Contractor in conjunction with this contract and
related to contract performance. The County shall have the right to unilaterally cancel this
contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by
the terms of this provision shall be deemed a material breach of this contract and the County
may enforce the terms of this provision in the form of a court proceeding and shall, as a ra
prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with
that proceeding. This provision shall survive any termination or expiration of the contract.
The Contractor is encouraged to consult with its advisors about Florida Public Records
Law in order to comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor
is required to:
(1) Keep and maintain public records that would be required by the County to
perform the service. 0
(2) Upon receipt from the County's custodian of records, provide the County with a
copy of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided in this chapter or
as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as authorized by
law for the duration of the contract term and following completion of the contract if
the contractor does not transfer the records to the County.
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(4) Upon completion of the contract, transfer, at no cost, to the County all public
records in possession of the Contractor or keep and maintain public records that
would be required by the County to perform the service. If the Contractor transfers
all public records to the County upon completion of the contract, the Contractor shall
destroy any duplicate public records that are exempt or confidential and exempt from
public records disclosure requirements. If the Contractor keeps and maintains public
records upon completion of the contract, the Contractor shall meet all applicable
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requirements for retaining public records. All records stored electronically must be
provided to the County, upon request from the County's custodian of records, in a
format that is compatible with the information technology systems of the County.
(5) A request to inspect or copy public records relating to a County contract must be
made directly to the County, but if the County does not possess the requested
records, the County shall immediately notify the Contractor of the request, and the
Contractor must provide the records to the County or allow the records to be
inspected or copied within a reasonable time.
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If the Contractor does not comply with the County's request for records, the County
shall enforce the public records contract provisions in accordance with the contract,
notwithstanding the County's option and right to unilaterally cancel this contract upon
violation of this provision by the Contractor. A Contractor who fails to provide the
public records to the County or pursuant to a valid public records request within a
reasonable time may be subject to penalties under section119.10, Florida Statutes.
The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose
of any public records unless or otherwise provided in this provision or as otherwise
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provided by law.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
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PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470
BRADLEY-BRIAN it MONROECOUNTY-FL.GOV, MONROE COUNTY
ATTORNEY'S OFFICE 1111 12T11 Street, SUITE 408, KEY WEST, FL
33040.
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8. Hold Harmless: The Contractor covenants and agrees to indemnify and hold harmless
Monroe County BOCC and the TDC from any and all claims for bodily injury (including death),
personal injury and property damage (including property owned by Monroe County) and any
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other losses, damages and expenses (including attorney's fees) which arise out of, in
connection with, or by reason of services provided by the Contractor or any of its
Subcontractor(s) in any tier, occasioned by the negligence, errors or other wrongful act of
omission of the Contractor or its subcontractors in any tier, their employees or agents.
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9. Independent Contractor: At all times and for all purposes under this Agreement the
Contractor is an independent Contractor and not an employee of the BOCC. No statement
contained in this Agreement shall be construed so as to find the Contractor or any of its
employees, contractors, servants or agents to be employees of the BOCC.
10. Nondiscrimination: County and Grantee 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 Grantee 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
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nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and
Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended,
relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health
Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended,
relating to confidentiality of alcohol and drug abuse patient records; 8) Title Vill 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) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the
basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity E
or expression, familial status or age; 11) any other nondiscrimination provisions in any Federal
or state statutes which may apply to the parties to, or the subject matter of, this Agreement. E
11. Assignment/Subcontract: The Contractor shall not assign or subcontract its obligations
under this Agreement, except in writing and with the prior written approval of the BOCC and U)
Contractor, which approval shall be subject to such conditions and provisions as the BOCC
may deem necessary. This paragraph shall be incorporated by reference into any assignment
or subcontract and any assignee or subcontractor shall comply with all of the provisions of this
Agreement.
12. Compliance with Law: In providing all services/goods pursuant to this Agreement, the
Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or
regulating the provisions of, such services, including those now in effect and hereinafter
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adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a
material breach of this Agreement and shall entitle the BOCC to terminate this Agreement
immediately upon delivery of written notice of termination to the Contractor. The Contractor
shall possess proper licenses to perform work in accordance with these specifications
throughout the term of this Agreement.
13. Disclosure and Conflict of Interest: The Contractor represents that it, its directors,
principles and employees, presently have no interest and shall acquire no interest, either direct ,
or indirect, which would conflict in any manner with the performance of services required by
this Agreement, as provided in Sect. 112.311, et seq., Florida Statutes. County agrees that
officers and employees of the County recognize and will be required to comply with the
standards of conduct for public officers and employees as delineated in Section 112.313,
Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business
with one's agency; unauthorized compensation; misuse of public position, conflicting
employment or contractual relationship; and disclosure or use of certain information. E
Upon execution of this Agreement, and thereafter as changes may require, the Contractor
shall notify the County of any financial interest it may have in any and all programs in Monroe
County which the Contractor sponsors, endorses, recommends, supervises or requires for
counseling, assistance, evaluation or treatment. This provision shall apply whether or not such
program is required by statute, as a condition of probation, or is provided on a voluntary basis.
The County and Contractor warrant that, in respect to itself, it has neither employed nor
retained any company or person, other than a bona fide employee working solely for it, to
solicit or secure this Agreement and that it has not paid or agreed to pay any person,
company, corporation, individual or firm, other than a bona fide employee working solely for it,
any fee, commission, percentage, gift or other consideration contingent upon or resulting from
the award or making of this Agreement. For the breach or violation of the provision, the
Contractor agrees that the County shall have the right to terminate this Agreement without
liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount
of such fee, commission, percentage, gift or consideration.
14. Arrears: The Contractor shall not pledge the County's credit or make it a guarantor of E
payment or surety for any Agreement, debt, obligation, judgment, lien or any form of
indebtedness. The Contractor further warrants and represents that it has no obligation or
indebtedness that would impair its ability to fulfill the terms of this Agreement.
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15. Notice Requirement: Any notice required or permitted under this Agreement shall be in U)
writing and hand delivered or mailed, postage prepaid, to the other party by certified mail,
returned receipt requested, to the following:
FOR TDC: Maxine Pacini
Monroe County TDC
1201 White Street, Suite 102
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Key West, FL 33040
FOR COUNTY: Christine Limbert-Barrows, Assistant County Attorney
PO Box 1026
Key West, FL 33041-1026 U)
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FOR CONTRACTOR:
Key West Business Guild, Inc.
808 Duval St
Key West,-FL 33040
16. Taxes: The County is exempt from payment of Florida State Sales and Use taxes. The
Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to
its suppliers for materials used to fulfill its obligations under this Agreement, nor is the
Contractor authorized to use the County's Tax Exemption Number in securing such materials.
The Contractor shall be responsible for any and all taxes, or payments of withholding, related
to services rendered under this Agreement.
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17. Termination:
A. The County may terminate this Agreement for cause with seven (7) days notice to
the Contractor. Cause shall constitute a breach of the obligations of the Contractor to
perform the services enumerated as the Contractor's obligations under this Agreement.
B. Either of the parties hereto may terminate this Agreement without cause by giving
the other party sixty (60) days written notice of its intention to do so.
18. Governing Law, Venue, Interpretation, Costs and Fees:
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A. This Agreement shall be governed by and construed in accordance with the laws of
the State of Florida applicable to Agreements made and to be performed entirely in the
State.
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B. In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, the County and Contractor agree that E
venue will lie in the appropriate court or before the appropriate administrative body in
Monroe County, Florida. E
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C. The County and Contractor agree that, in the event of conflicting interpretations of
the terms or a term of this Agreement by or between any of them the issue shall be
submitted to mediation prior to the institution of any other administrative or legal
proceeding.
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D. Severability. If any term, covenant, condition or provision of.this Agreement (or the
application thereof to any circumstance or person) shall be declared invalid or
unenforceable to any extent by a court of competent jurisdiction, the remaining terms,
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covenants, conditions and provisions of this Agreement, shall not be affected thereby;
and each remaining term, covenant, condition and provision of this Agreement shall be
valid and shall be enforceable to the fullest extent permitted by law unless the
enforcement of the remaining terms, covenants, conditions and provisions of this
Agreement would prevent the accomplishment of the original intent of this Agreement. U)
The County and Contractor agree to reform the Agreement to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the
stricken provision.
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E. Attorney's Fees and Costs. The County and Contractor agree that in the event any
cause of action or administrative proceeding is initiated or defended by any party
relative to the enforcement or interpretation of this Agreement, the prevailing party shall
be entitled to reasonable attorney's fees, court costs, investigative and out-of-pocket
expenses as an award against the non-prevailing party, and shall include attorney's
fees, courts costs, investigative and out-of-pocket expenses in appellate proceedings.
Mediation proceedings initiated and conducted pursuant to this Agreement shall be in
accordance with the Florida Rules of Civil Procedure and usual and customary
procedures required by the circuit court of Monroe County.
F. Adjudication of Disputes or Disagreements. County and Contractor agree that all
disputes and disagreements shall be attempted to be resolved by meet and confer
sessions between representatives of each of the parties. If the issue or issues are still
not resolved to the satisfaction of the parties, then any party shall have the right to seek
such relief or remedy as may be provided by this Agreement or by Florida law.
G. Cooperation. In the event any administrative or legal proceeding is instituted against
either party relating to the formation, execution, performance or breach of this
Agreement, County and Contractor agree to participate, to the extent required by the
other party, in all proceedings, hearings, processes, meetings and other activities
related to the substance of this Agreement or provision of the services under this
Agreement. County and Contractor specifically agree that no party to this Agreement
shall be required to enter into any arbitration proceedings related to this Agreement.
19. Binding Effect: The terms, covenants, conditions, and provisions of this Agreement
shall bind and inure to the benefit of the County and Contractor and their respective legal E
representatives, successors, and assigns.
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20. Authority: Each party represents and warrants to the other that the execution, delivery U)
and performance of this Agreement have been duly authorized by all necessary County and
corporate action, as required by law.
21. Claims for Federal or State Aid: Contractor and County agree that each shall be, and
is, empowered to apply for, seek and obtain Federal and State funds to further the purpose of E
this Agreement; provided that all applications, requests, grant proposals and funding
solicitations shall be approved by each party prior to submission.
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22. Privileges and Immunities: All of the privileges and immunities from liability, exemptions
from laws, ordinances and rules, and pensions and relief, disability, workers' compensation,
and other benefits which apply to the activity of officers, agents, or employees of any public
agents or employees of the County, when performing their respective functions under this
Agreement within the territorial limits of the County shall apply to the same degree and extent U)
to the performance of such functions and duties of such officers, agents, volunteers or
employees outside the territorial limits of the County.
23. Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory
Duties. This Agreement is not intended to, nor shall it be construed as, relieving any
participating entity from any obligation or responsibility imposed upon the entity by law except
to the extent of actual and timely performance thereof by any participating entity, in which case
the performance may be offered in satisfaction of the obligation or responsibility. Further, this
Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the
constitutional or statutory duties of the County, except to the extent permitted by the Florida
constitution, state statute and case law.
24. Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the
terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim
or entitlement to or benefit of any service or program contemplated hereunder, and the County
and the Contractor agree that neither the County nor the Contractor or any agent, officer or
employee of either shall have the authority to inform, counsel or otherwise indicate that any
particular individual or group of individuals, entity or entities, have entitlements or benefits
under this Agreement separate and apart, inferior to, or superior to the community in general
or for the purposes contemplated in this Agreement.
25. Attestations: Contractor agrees to execute such documents as the County may
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reasonably require, including a Public Entity Crime Statement, an Ethics Statement and a
Drug-Free Workplace Statement.
26. No Personal Liability: No covenant or Agreement contained herein shall be deemed to
be a covenant or Agreement of any member, officer, agent or employee of Monroe County in
his or her individual capacity, and no member, officer, agent or employee of Monroe County
shall be liable personally on this Agreement or be subject to any personal liability or
accountability by reason of the execution of this Agreement.
27. Execution in Counterparts: This Agreement may be executed in any number of
counterparts, each of which shall be regarded as an original, all of which taken together shall U)
constitute one and the same instrument and any of the parties hereto may execute this
Agreement by singing any such counterpart.
28. 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.
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tt SS WHEREOF, the parties hereto have caused this Agreement to be executed the
y r first above written.
Board of County Commissioners
s . in Madok, Clerk of Monr Cou y 0
�•+��O.T COYMTT x
Deputy Clerk Mayor/Chairman
Key West Business Guild, Inc.
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Presideni CD
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Print Name
Date:
_NOD T111IO, WITRIES':S,'E�: /
Print Name Print Name
Date: Date:
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MONROE COUNTY ATTORNEY
P E T ORM:
CHRISTINE LIMBERT-BARROWS
ASSISTANT COUNTY A ORNEY
DATE: 3 a
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