Item D3 D.3
Coty f � ,�� ,' BOARD OF COUNTY COMMISSIONERS
�� Mayor David Rice,District 4
The Florida Keys � Mayor Pro Tem Craig Cates,District 1
y Michelle Coldiron,District 2
James K.Scholl,District 3
Ij Holly Merrill Raschein,District 5
County Commission Meeting
August 17, 2022
Agenda Item Number: D.3
Agenda Item Summary #10831
BULK ITEM: Yes DEPARTMENT: Tourist Development Council
TIME APPROXIMATE: STAFF CONTACT: Ammie Machan (305) 296-1552
N/A
AGENDA ITEM WORDING: Approval of an Agreement with Axis Travel Marketing, LTD to
provide International Travel Services in the United Kingdom; Ireland; Scandinavia; Italy; Germany;
Switzerland; and Benelux which promote tourism.
ITEM BACKGROUND: TDC approved same at their meting of July 21, 2022.
PREVIOUS RELEVANT BOCC ACTION: BOCC approved advertising a Request for Proposal
for a International Sales Agency at their meeting of January 21, 222
CONTRACT/AGREEMENT CHANGES:
New Agreement
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Axis Agreement and Insurance Check List
FINANCIAL IMPACT:
Effective Date: October 1, 2022
Expiration Date: September 30, 2025
Total Dollar Value of Contract: $324,000
Total Cost to County: No Cost to County
Current Year Portion: $108,000
Budgeted: Yes
Source of Funds: TDC
CPI:
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Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: No If yes, amount:
Grant:
County Match:
Insurance Required: Yes —Insurance Check List attached and Insurance to be provided after
BOCC approval.
Additional Details:
08/17/22 116-76065 - TDC PROMO & ADV 116 $108,000.00
REVIEWED BY:
Maxine Pacini Completed 07/22/2022 11:18 AM
Christine Limbert Completed 07/22/2022 11:58 AM
Purchasing Completed 07/25/2022 8:38 AM
Budget and Finance Completed 07/28/2022 8:27 AM
Brian Bradley Completed 07/29/2022 3:59 PM
Lindsey Ballard Completed 07/29/2022 4:27 PM
Board of County Commissioners Pending 08/17/2022 9:00 AM
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AGREEMENT
THIS AGREEMENT (Agreement), made and entered into this day of ,
2022,A.D.,by and between Monroe County,Florida,(hereinafter called the County), and Axis
Travel Marketing Limited LLC a corporation organized and operating under the laws
of the United Kingdom and registered with the State of Florida as a foreign limited
liability company (hereinafter called the Contractor).
WITNESSETH:
WHEREAS, Contractor is based in the United Kingdom and is qualified to provide
International Travel Services in the United Kingdom; Ireland; Scandinavia; Italy; Germany;
Austria; Switzerland; and Benelux which promote tourism; and
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WHEREAS, the Monroe County Tourist Development Council (TDC) is an advisory
board to County and has recommended to County that Contractor be awarded an Agreement
for International travel agency services in the United Kingdom; Ireland; Scandinavia; Italy;
Germany; Austria; Switzerland; and Benelux: and
WHEREAS, County desires to enter into this Agreement for International travel
services with the Contractor;
NOW THEREFORE, in consideration of the mutual covenants contained herein, the
parties agree as follows:
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1. Term: The term of this Agreement is for a period of three (3) years beginning October
1, 2022, and expiring on September 30, 2025. The County shall have an option to extend the
Agreement for one additional two (2) year period.
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2. Scope of Services: In consideration of the base monthly contractual amount, Contractor
shall provide the following services to promote the Florida Keys as a primary
destination in Florida on behalf of Monroe County for travelers from the United U)
Kingdom; Ireland; Scandinavia; Italy; Germany; Austria; Switzerland; Benelux and
other international markets as outlined in the TDC's annually approved marketing plan.
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• Provide services to develop a sales and marketing campaign and representation services 0
for the Florida Keys in the United Kingdom, Ireland, Scandinavia, Italy, Germany,
Austria, Switzerland, Benelux and other international markets to be outlined in the
TDC's annually approved marketing plan.
• Provide administrative offices, staff, promotional materials and promotional services
in the United Kingdom, Ireland, Scandinavia, Italy, Germany, Austria, Switzerland,
Benelux and other international markets as outlined in the TDC's annually approved
marketing plan.
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• Provide travel trade (tour operators, travel agencies, OTAs, meeting planners) and
consumer marketing assistance,materials, and training to remain top of mind in market
for travel to the Florida Keys.
• Provide trade and consumer promotional fulfillment program.
• Provide translation services for promotional materials and events as directed by the
Director of Sales and agencies of record.
• Provide trade information services assistance program.
• Provide a dedicated account rep.
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• Provide print and digital assets to assist travel industry.
• Provide promotional assistance to the airline industry that support travel to the Florida X
Keys.
• Provide staff services to travel trade and consumer shows as outlined in the Sales and
Marketing Plan and as directed by the Director of Sales.
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• Provide quarterly reports on consumer confidence, economic indicators, and business
trends.
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• Provide monthly reports to the TDC.
• Conduct a minimum of one monthly conference call and/or video-based virtual meeting
with Director of Sales regarding sales activities, opportunities, and updates on E
promotional events.
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• Make an annual presentation to the TDC board of directors. X
• Provide Director of Sales with a show re-cap (trip report) after each promotional event
to weigh its effectiveness and recommend future participation.
• Act as liaison with TDC Public Relations Agency in applicable markets.
• Act as liaison with Visit Florida offices where applicable.
• Act as liaison with TDC Advertising and Web Provider agencies of record. Provide
translation assistance where applicable.
• Provide administrative services expenses such as telephone, email, web-based video
conferencing, courier services, and copy machine.
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• Provide review and recommendations for web site within specific markets.
• Provide Director of Sales with updated materials for international sales pages on
destination website annually.
• Provide representation and act as liaison with various Visit U.S.A. committees.
• Act as liaison with our fulfillment houses with regards to promotional material
inventory.
• Provide bi-annual review and update to Travel Agent Educational Portals where
applicable. E
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• Provide annual Tour Operator Inventory Report with year-on-year comparison.
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• Provide annual report on the marketing goals set within the previous fiscal year. Report
would list goals, action taken, how they were achieved and reasons why certain goals
may not have been completed.
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• Provide the establishment and management of Agreements with a sub-agency in
Germany for International markets and programs, and other International agencies as
directed by the TDC Marketing Director (All sub-agencies to be pre-approved by the
TDC Marketing Director). U)
3. Monthly Reports: Contractor shall provide to TDC Administrative Office, 1201 White
Street, Suite 102, Key West, Florida, monthly reports and document the results of
services each month of the year. Reports shall include all the following: E
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• Sales reports on attended trade shows
• Number of sales calls carried out X
• Number of enquiries received
• Number of fulfillment packs issued
• New Product Development reports
• Market Trends and news from Travel Trade where applicable
• Financial Trends and economic indicators
• Future calendar of promotional events
• Booking trends/forecasts
• Monthly invoices
4. Compensation: Contractor shall be compensated in an amount of$108,000 (One
Hundred and Eight Thousand Dollars) per year, excluding any reimbursable expenses to
perform the Scope of Services. The Contractor shall submit to the TDC Administrative Office
twelve (12) monthly billings for $9,000 (Nine Thousand Dollars) for staff and contracted
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services in arrears. Payments and reimbursable costs to agency shall be sent by County via
wire directly to Ms. Emma Cashmore, Axis Travel Marketing, Riverside House, River
Lawn Road, Tonbridge,UK TN9 IEP. Reimbursable costs to sub-agency if applicable shall
be sent by County via wire directly to Sub Agency Get It Across GmbH & Co KG,
Neumarkt 33, 50667 Cologne, Germany.
Reimbursable expenses and invoices to perform the Scope of Services shall include supporting
documentation acceptable to the Monroe County Clerk of Court and Comptroller
(Clerk). Acceptability to the Clerk is based on generally accepted accounting principles and
such laws, rules, and regulations as may govern the Clerk's disbursal of funds. Reimbursable
expenses are as follows:
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• Trade Show registrations E
• Trade Show Exhibit expenses
• Coordination fee for representation at trade shows, exhibits, special projects, sales <
calls and other promotional activities as outlined by the marketing plan and/or T
directed by the Director of Sales
• Special Promotions/affinity marketing/co-op partnerships
• Travel and Entertainment
• Postage, Courier, and Carriage expenses a
• Promotional and Display Materials tea
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• Industry Memberships
• Printing costs �
• Translations of text for materials U)
• Web-based video conferencing expenses
• Dedicated phone line expenses
• Other operating expenses as outlined and approved each year within the annual
Marketing Plan
Payment of compensation and reimbursable expenses is subject to availability of Tourist <
Development Tax Funds. Monroe County's performance and obligation to pay under this
Agreement is contingent upon an annual appropriation by the County Board of County
Commissioners. a
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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.
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B. The passing, approval and/or acceptance by the County of any of the services
furnished by the Contractor shall not operate as a waiver by the County of strict
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 breach of this Agreement and/or his failure
to comply strictly and in all things with this Agreement and with the
specifications.
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.
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 always conduct its business activities in a reputable manner. Proof of
such licenses and permits shall be submitted to the County upon request. T
6. International Sales Agency of Record: Contractor shall act as the agency of record of
the County/TDC for all International services, and for the performance of related or special
services as requested by the TDC.
7. Exclusive Representation: Firm agrees that it will not represent any private resort or U)
attraction or other destination within Monroe County or other county or city destinations within
the State of Florida without approval from the TDC and County.
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8. Contractor's Financial Records and Right to Audit: Contractor shall maintain all books,
records and documents directly pertinent to performance under this Agreement in accordance
with generally accepted accounting principles.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. If an auditor employed by the County or
Clerk determines that monies paid to the Contractor pursuant to this Agreement were spent for
purposes not authorized by this Agreement,the contractor shall repay the monies together with
interest calculated pursuant to Sec. 55.03, Florida Statute, running from the date the monies
were paid to Contractor.
Right to Audit
Availability of Records. The records of the parties to this Agreement relating to the Scope of
Services/Project, which shall include but not be limited to accounting records (hard copy, as
well as computer readable data if it can be made available; subcontract files (including
proposals of successful and unsuccessful bidders, bid recaps,bidding instructions,bidders list,
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etc.); original estimates; estimating work sheets; correspondence; change order files(including
documentation covering negotiated settlements); back charge logs and supporting
documentation; general ledger entries detailing cash and trade discounts earned, insurance
rebates and dividends; any other supporting evidence deemed necessary by County or the
Monroe County Office of the Clerk of Court and Comptroller (hereinafter referred to as
"County Clerk") to substantiate charges related to this agreement, and all other agreements,
sources of information and matters that may in County's or the County Clerk's reasonable
judgment have any bearing on or pertain to any matters, rights, duties or obligations under or
covered by any contract document(all foregoing hereinafter referred to as "Records") shall be
open to inspection and subject to audit and/or reproduction by County's representative and/or
agents or the County Clerk. County or County Clerk may also conduct verifications such as,
but not limited to, counting employees at the job site, witnessing the distribution of payroll,
verifying payroll computations, overhead computations, observing vendor and supplier
payments, miscellaneous allocations, special charges, verifying information and amounts
through interviews and written confirmations with employees, Subcontractors, suppliers, and
contractors representatives. All records shall be kept for ten (10) years after Final Completion
of the Scope of Services/Project. The County Clerk possesses the independent authority to
conduct an audit of Records, assets, and activities relating to this Scope of Services/Project. If
any auditor employed by the Monroe County or County Clerk determines that monies paid to
Contractor pursuant to this Agreement were spent for purposes not authorized by this
Agreement, the Contractor shall repay the monies together with interest calculated pursuant to
Section 55.03, F.S., running form the date the monies were paid to Contractor. The right to
audit provisions survives the termination of expiration of this Agreement.
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9. 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 as
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 U)
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 as
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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 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.
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(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.
(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 as
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shall meet all applicable requirements for retaining public records. All records stored 0
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.
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 section 119.10, Florida Statutes.
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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 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 E
TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470 BRADLEY-
BRIAN(a,MONROECOUNTY-FL.GOV, MONROE COUNTY
ATTORNEY'S OFFICE, 111112TH STREET, SUITE 408, KEY WEST, FL
33040.
10. Hold Harmless: The Contractor covenants and agrees to indemnify and hold harmless
the County 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 other
losses, damages and expenses (including attorney's fees) which arise out of, in connection
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with, or by reason of services provided by the Contractor or any of its subcontractors 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.
11. Independent Contractor: At all times and for all purposes under this Agreement the
Contractor is an Independent Contractor and not an employee of the County. No statement
contained in this Agreement shall be construed to find the Contractor or any of his employees,
contractors, servants, or agents to be employees of the County.
12. Nondiscrimination: County and Contractor 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 as
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order. County or Contractor agree to comply with all Federal and Florida statutes, and all local
ordinances, as applicable, relating to nondiscrimination. These include but are not limited to:
1) Title VII of the Civil Rights Act of 1964 (PL 88-352)which prohibits discrimination on the U)
basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as
amended(20 USC ss. 1681-1683, and 1685-1686),which prohibits discrimination on the basis
of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which
prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as
amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The
Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to
nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and
Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended,
relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)The Public Health
Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended,relating
to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights
Act of 1968 (42 USC ss. 3601 et seq.), as amended, relating to nondiscrimination in the sale,
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rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s.
12101 Note), as maybe amended from time to time, relating to nondiscrimination on the basis
of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination U)
on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender
identity or expression,familial status or age; 11)any other nondiscrimination provisions in any
Federal or state statutes which may apply to the parties to, or the subject matter of, this
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Agreement.
13. 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 County and
Contractor, which approval shall be subject to such conditions and provisions as the County
may deem necessary. This paragraph shall be incorporated by reference into any assignment
or subcontract and any assignee or subcontractor shall comply with all the provisions of this
Agreement.
14. 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
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regulating the provisions of, such services, including those now in effect and hereinafter
adopted. Any violation of said statutes, ordinances, rules, and regulations shall constitute a
material breach of this Agreement and shall entitle the County 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.
15. 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,
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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.
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.
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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 Contractor, 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 U)
liability and, at its discretion,to offset from monies owed, or otherwise recover the full amount
of such fee, commission,percentage, gift, or consideration.
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16. Arrears: The Contractor shall not pledge the County's credit or make it a guarantor of
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.
17. Notice Requirement: Any notice required or permitted under this Agreement shall be
in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail,
return receipt requested, to the following:
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FOR TDC: Stacey Mitchell and Maxine Pacini
Monroe County TDC
1201 White Street#102
Key West, FL 33040
FOR COUNTY: Christine Limbert-Barrows,
Assistant County Attorney
PO Box 1026
Key West, FL 33041-1026
FOR CONTRACTOR: Emma Cashmore
Axis Travel Marketing Limited LLC
Riverside House
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River Lawn Road
Tonbridge
UK TN9 IEP U)
18. 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.
19. 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.
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B. Either of the parties hereto may terminate this Agreement without cause by giving the <
other party one hundred and twenty (120) days written notice of its intention to do so.
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C. For Contracts of any amount, if the County determines that the Contractor/Consultant
has submitted a false certification under Section 287.135(5), Florida Statutes or has
been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a
boycott of Israel, the County shall have the option of(1) terminating the Agreement
after it has given the Contractor/Consultant written notice and an opportunity to
demonstrate the agency's determination of false certification was in error pursuant to
Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the
conditions of Section 287.135(4), Florida Statutes, are met.
D. For Contracts of $1,000,000 or more, if the County determines that the
Contractor/Consultant submitted a false certification under Section 287.135(5),Florida
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Statutes, or if the Contractor/Consultant has been placed on the Scrutinized Companies
with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran
Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria,
the County shall have the option of(1)terminating the Agreement after it has given the
Contractor/Consultant written notice and an opportunity to demonstrate the agency's
determination of false certification was in error pursuant to Section 287.135(5)(a),
Florida Statutes, or (2) maintaining the Agreement if the conditions of Section
287.135(4), Florida Statutes, are met.
20. Governing Law, Venue, Interpretation, Costs and Fees:
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.
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
venue will lie in the appropriate court or before the appropriate administrative body in
Monroe County, Florida.
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.
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,
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 U)
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 Contractor agree to reform the Agreement to replace any stricken
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provision with a valid provision that comes as close as possible to the intent of the
stricken provision.
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
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accordance with the Florida Rules of Civil Procedure and usual and customary
procedures required by the 16th Judicial 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 parry 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 parry relating to the formation, execution, performance or breach of this
Agreement, County and Contractor agree to participate, to the extent required by the
other parry,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 parry to this Agreement shall be
required to enter into any arbitration proceedings related to this Agreement. U)
21. 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
representatives, successors and assigns.
22. Authority: Each parry represents and warrants to the other that the execution, delivery
and performance of this Agreement have been duly authorized by all necessary County and
corporate action, as required by law.
23. 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
this Agreement; provided that all applications, requests, grant proposals and funding
E
solicitations are not for funding already provided under this Agreement.
24. 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
E
under this Agreement within the territorial limits of the County shall apply to the same degree
and extent to the performance of such functions and duties of such officers, agents, volunteers
or employees outside the territorial limits of the County.
25. 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
International Sales Agreement FY 2023
Axis Travel Marketing Limited LLC
ID#: 2798
12
Packet Pg. 1647
D.3.a
constitutional or statutory duties of the County, except to the extent permitted by the Florida
constitution, state statute and case law.
26. 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.
27. Attestations: Contractor 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.
28. 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.
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29. Insurance: The Contractor shall maintain the following required insurance throughout
the entire term of this Agreement 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
Contractor to maintain the required insurance shall not extend any deadlines specified in this
Agreement and any penalties and failure to perform assessments shall be imposed as if the
work had not been suspended, except for Contractor's failure to maintain the required
insurance.
The Contractor shall provide,to the County, as satisfactory evidence of the required insurance, <
either:
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• 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 Agreement. All Insurance policies must specify that they have a thirty
(30) day notice of cancellation, non-renewal, material change in policy language or reduction
in coverage. The acceptance and/or approval of the Contractor's insurance shall not be
construed as relieving the Contractor from any liability or obligation assumed under this
Agreement or imposed by law. The Monroe County BOCC, its employees and officials shall
International Sales Agreement FY 2023
Axis Travel Marketing Limited LLC
ID#: 2798
13
Packet Pg. 1648
D.3.a
be included as an "Additional Insured" on all insurance policies, except for Workers'
Compensation, as their interests may appear in all policies issued to satisfy these requirements.
Any deviations from these General Insurance Requirements must be requested in writing on
the County prepared form entitled "Request for Waiver of Insurance Requirements". Any
deviation must be approved in writing by Monroe County Risk Management.
A. Prior to the commencement of work governed by this Agreement, the Contractor shall
obtain Workers' Compensation Insurance with limits sufficient to comply with Florida
Statute 440. In addition, the Contractor shall obtain Employers' Liability Insurance
with limits of not less than:
$500,000 Bodily Injury by Accident
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$500,000 Bodily Injury by Disease
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$500,000 Bodily Injury by Disease, each Employee
Coverage shall be maintained throughout the entire term of this Agreement. Coverage
shall be provided by a company or companies authorized to transact business in the
state of Florida and the company or companies must maintain a minimum rating of A-
V1, as assigned by the A.M. Best Company.
B. Prior to the commencement of work governed by this Agreement, the Contractor shall
obtain General Liability Insurance. Coverage shall be maintained throughout the life of
the Agreement 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: <
$1,000,000 per Occurrence and $1,000,000 Aggregate as
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If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per Person
$1,000,000 per Occurrence
$ 100,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made
policy, its provisions should include coverage for claims filed on or after the effective
date of this Agreement. In addition,the period for which claims may be reported should
International Sales Agreement FY 2023
Axis Travel Marketing Limited LLC
ID#: 2798
14
Packet Pg. 1649
D.3.a
extend for a minimum of twelve (12) months following the acceptance of work by the
County.
C. Recognizing that the work governed by this Agreement involves the furnishing of
advice or services of a professional nature, the Contractor shall purchase and maintain,
throughout the life of the Agreement, Professional Liability Insurance, which will
respond to damages resulting from any claim arising out of the performance of
professional services or any error or omission of the Contractor arising out of work
governed by this Agreement.
The minimum limits of liability shall be: $1,000,000 per Occurrence/$2,000,000
Aggregate.
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Recognizing that the work governed by this contract requires the use of vehicles, the
Contractor, prior to the commencement of work, shall obtain Business Automobile
Liability Insurance. Coverage will be maintained throughout the life of the contract and U)
include, as a minimum, liability coverage for:
Owned,Non-Owned and Hired Vehicles T
The minimum limits acceptable is: °'
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$300,000 Combined Single Limit(CSL)
If split limits are provided, the minimum limits acceptable are: U)
$200,000 per Person
$300,000 per Occurrence
$200,000 Property Damage
The Monroe County Board of County Commissioners will be named as Additional Insured on <
all policies, except for worker's compensation and Professional Liability/Employers Liability,
issued to satisfy the above requirements.
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30. Uncontrollable Circumstances: Any delay or failure of either Party to perform its
obligations under this Agreement will be excused to the extent that the delay or failure was
caused directly by an event beyond such Party's control, without such Party's fault or
negligence and that by its nature could not have been foreseen by such Parry or,if it could have
been foreseen,was unavoidable: (a)acts of God; (b)flood, fire, earthquake, explosion,tropical
storm, hurricane or other declared emergency in the geographic area of the Scope of
Services/Project; (c)war, invasion, hostilities (whether war is declared or not), terrorist threats
or acts, riot, or other civil unrest in the geographic area of the Scope of Services/Project; (d)
government order or law in the geographic area of the Scope of Services/Project; (e) actions,
embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any
governmental authority prohibiting work in the geographic area of the Scope of
International Sales Agreement FY 2023
Axis Travel Marketing Limited LLC
ID#: 2798
15
Packet Pg. 1650
D.3.a
S ervices/Proj ect;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial
inability to perform, changes in cost or availability of materials, components, or services,
market conditions, or supplier actions or contract disputes will not excuse performance by
Contractor under this Section. Contractor shall give County written notice within 7 days of any
event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance,
and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all
diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of
any Uncontrollable Circumstance are minimized and resume full performance under this
Agreement. The County will not pay additional cost as a result of an Uncontrollable
Circumstance.
31. E-Verify: Effective January 1, 2021: In accordance with F.S. 448.095, Contractor shall
utilize the U.S.Department of Homeland Security's E-Verify system to verify the employment
eligibility of all new employees hired by the Contractor during the term of the Contract and
shall expressly require any subcontractors performing work or providing services pursuant to
the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system 2
to verify the employment eligibility of all new employees hired by the subcontractor during
the Contract term.
32. 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
constitute one and the same instrument and any of the parties hereto may execute this
Agreement by signing any such counterpart.
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33. 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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34. Force Majeure: The Contractor 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 other acts of God, Contractor has exercised reasonable care in the prevention or U)
mitigation of damages and delay, any such delay or failure shall not constitute a breach of the
agreement. Upon demand of TDC or County, the Contractor must furnish evidence of the
causes of such delay or failure.
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International Sales Agreement FY 2023
Axis Travel Marketing Limited LLC
ID#: 2798
16
Packet Pg. 1651
IN WITNESS WHE,REOF,the parties hereto have caused this Agreement to be executed the
day and year first above written.
(SEMI..} Board of County Commissioners
Attest: Kevin Madok, Clerk of Monroe County
As Deputy Clerk Mayor/Chairman
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MONROE COUNTY ATTO10MY E
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International Sales Agreement FY 2023
Axis Travel Marketing Limited LLC
ID#: 2798
17
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