The URL can be used to link to this page

08/17/2022 Agreement GV�S COURTq c o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: September 15, 2022 TO: Arnrnie Machan, Administrative Assistant Tourist Development Council FROM: Liz Yongue, Deputy Clerk SUBJECT: August 17th BOCC Meeting The following items has been executed and added to the record: D3 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. Should you have any questions please feel free to contact me at (305) 292-3550. cc: County Attorney_ Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 AGREEMENT THIS AGREEMENT (Agreement), made and entered into this 17th day of August , 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 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: 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. 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 Kingdom; Ireland; Scandinavia; Italy; Germany; Austria; Switzerland; Benelux and other international markets as outlined in the TDC's annually approved marketing plan. • Provide services to develop a sales and marketing campaign and representation services 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. International Sales Agreement FY 2023 Axis Travel Marketing Limited LLC ID#: 2798 1 • 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. • Provide print and digital assets to assist travel industry. • Provide promotional assistance to the airline industry that support travel to the Florida 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. • Provide quarterly reports on consumer confidence, economic indicators, and business trends. • 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 promotional events. • Make an annual presentation to the TDC board of directors. • 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. International Sales Agreement FY 2023 Axis Travel Marketing Limited LLC ID#: 2798 2 • 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. • Provide annual Tour Operator Inventory Report with year-on-year comparison. • 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. • 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). 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: • Sales reports on attended trade shows • Number of sales calls carried out • 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 International Sales Agreement FY 2023 Axis Travel Marketing Limited LLC ID#: 2798 3 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: • Trade Show registrations • 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 directed by the Director of Sales • Special Promotions/affinity marketing/co-op partnerships • Travel and Entertainment • Postage, Courier, and Carriage expenses • Promotional and Display Materials • Industry Memberships • Printing costs • Translations of text for materials • 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. 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. International Sales Agreement FY 2023 Axis Travel Marketing Limited LLC ID#: 2798 4 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 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. 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 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. 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, International Sales Agreement FY 2023 Axis Travel Marketing Limited LLC ID#: 2798 5 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. 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 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 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. International Sales Agreement FY 2023 Axis Travel Marketing Limited LLC ID#: 2798 6 (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 shall meet all applicable 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. 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. 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 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 International Sales Agreement FY 2023 Axis Travel Marketing Limited LLC ID#: 2798 7 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 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 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, 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 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 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 International Sales Agreement FY 2023 Axis Travel Marketing Limited LLC ID#: 2798 8 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, 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. 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 liability and, at its discretion,to offset from monies owed, or otherwise recover the full amount of such fee, commission,percentage, gift, or consideration. 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: International Sales Agreement FY 2023 Axis Travel Marketing Limited LLC ID#: 2798 9 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 River Lawn Road Tonbridge UK TN9 IEP 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. 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. 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 International Sales Agreement FY 2023 Axis Travel Marketing Limited LLC ID#: 2798 10 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 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 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 International Sales Agreement FY 2023 Axis Travel Marketing Limited LLC ID#: 2798 11 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. 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 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 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 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. 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: • 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 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 $500,000 Bodily Injury by Disease $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 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 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. 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 include, as a minimum, liability coverage for: Owned,Non-Owned and Hired Vehicles The minimum limits acceptable is: $300,000 Combined Single Limit(CSL) If split limits are provided, the minimum limits acceptable are: $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. 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 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 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. 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. 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 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. International Sales Agreement FY 2023 Axis Travel Marketing Limited LLC ID#: 2798 16 IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed the day and year first above written. s s ig C—%� (k t t Board of County Commissioners /y , - `t 4 in Madok, Clerk of Monroe County n ,113:; .--,,,- °a� �va'X , ff S Deb ty Clerk-1 Mayor/Chaff L W MONROE COUNTY ATTORNEY E n APPRgV. DASTO••ox�tr1441141 m zis CHRISTINE LIMBERT.BARROW S 16) (To he tilled out by Contractor) ASSlDAATE 6/7a 2°RNEY n w Axis Travel Marketing Limited LLC n ,Ic a a By .e 0 President as 6. o Print Name Date e ca AND TWO WITNESSES _ E 1 �� d ( ) (2) a (1) k)/G /l�0dc,l_ (2) L )ISGI OrwL Print Name Print Name c E w Date: Z( JW/Q-- Zv ZL Date: 2_1 21)/J2— L0ZZ- a C,.., International Sales Agreement FY 2023 —i Axis Travel Marketing Limited LLC Imo" �N.) Cam; ID#: 2798 17 • Insurance Requirements: ,,j,c rphQ!1,J and INSURANCE CIMCK! ISA F()R VIE�'10)01KS SUJINIFFTING 01"t, HIDO,;1 OR WOI(K TO assm 61 she devokynnon'l of Your pyoposd, 11,11", ilv;kirarft'L' , jjjjrej<, k] �Vj h "X" = be mquned in LhQ owul all avvard is 1,11,1de Lo,your fujin. P%a,,,;o roium ihii ibrol nib yvu inslomwe ngod and We Who fip h A Me yze pkwkW& " I$ o nNWmI AM dw bd&r Qm die inpiore beau n ivoccoig coveaWe awj sdhup h whil 1ho W(WKERS" AND ENUTOYERW IJAHMITY N IMMY I sod, f HNN" howy hy WWWHW�� hvjmy by polwv pnjwry 1"y each olinplw"�vv w WC2 W16yeN LWO), WC1 Fmploym LiddWy W('I S11,1-11 US Longsfioronol w("T% Ff�dcrlfl Jonc, Ac� Ch 0010 C!'Urrilmlitivc Sokn!mion 1"XInIvulational Saies Agency Seivices-2,022 AWMe&Confidential ............................................................ ............................................. ............................................................ ............................................. ............................................................ ............................................. LLNU,AL- ,Al 111,,dudc mnd Compk,,EIcd wina",w�,O I'm h,oed S VI Iv (''timbirned S3 11"M,K,00111)On mlmned unw !i 00,fDA'A"'O is fir l4c mn, li iw I, yj: 'X, Private&Confidential 1A ;-dd �'j "o, h" VI—I ------------ BRA 3 rum L D � o I c IL 1 H01;Ij(IU, u0d r t ail l 1 do0— p,r ccmr�pehfivt Solickmian f(m lracrlthfiWW Saks Ascncy Suvices-7022 Private&Confidential 0..............m............... TMIEDI W«'lumdira& $300,000 75,0,000A,99,. MED2 11rdwmiona.], ?YIE 33 $1,000,MOS3,i1Wtl,l)11i%t A&9, VI FIN ;5�W1'1 11,��1'l'N 1f�,Cp1)!9„ t; Aga, 5.5^ fmsta lautd.on Ntui Muni Value¢)r Equlptrrtu tct T-Ioatcr luutt4lett V1,VI'1 Hazardous C'mrpcm $ 3Ct("( Wd7(Retujim 4 S-4Cl) "O LF2 "1 N mvg�p.�xrt a „vpC.M C 1,1 W pumtm:rrH fr3"f S-90) F,mp3 1,M0,000 tllRe quairol CS•1CM;W B]_ll, Ukw Lab Cv aximmu irn',olaue of C Ount„W`Ha,°rrlaca y that will be in 4he Brm'Wjw's p 5s tr ym I'Mr L1 U'epears 3010,111 IK13 1,000„1100 RK,L4 5»000d000 AIR] 1,600N0n000 A1R3 I.. 5u111Wy $5,(K)0„i[JiO0 ArR3 51J.L 151,W PG';i EIMI Architects pm"ors S '250,000 PILT f;Lcurrr;uuaml 50,0W Agg, AE02 &C3mrm6um¢mus 5a 500,cou pm,Occurretaa;tm451 n000,VJO Ag4, F103 Sl aCW1t11,W1C D per Occurtemc 30)0,d 100 Ags, 551.04 :'1.Cu11„1CttCk pamr:7�cutrtmt5,C11hC1,YWtJtW ,. ARP All RWk Prop y Full RCE441wr:,o gent V14m ( stru tun, lµ01 ElIg tmtmea»rmrtmm°t 25CW„1 5 gars('%cumscncv,$ 50 1700 Age. (;? w5 on)458ions 5 „f1CYt1 prm`�'c-cuam rsc;� i.tSR,�C1„C➢C1CY Agg L403 �p,Ctt�l.tttt5d! trot tM:utrrt 5'�,rW�CI„t Pft a€r. F,04 1 5u4ut,St,1 W1 M Cttrrcumtrrm 114W1C1Ct t )^Ct Ag WI.,I Water Craft :sm),000 per Occurroacr Private&Confidential luuuuu uumi tax IO)W 4'41("Tr AI 51 AIT?,VlJIA t,have revi'v"'U'a"I d"Nc,", will",�ur lm"Jdo awled f,)mk,,& "u't,mlly*,� ?Nm4r�, 3;, 1I imhuN,r pci �,m irr v j 73�4#upjj E;w6u V .................. rI,,ujat,,,� I............ J,pp p p Hg V &,,jq a"f"'r,pAa a,NI S f"),rI VP,'ff,, "'w v,t Private&Confidential Clio LGATE I N, S U 11 N (7 F, APPROVED BY RISK MANAGEMENT BY DATE Verification of Liability Insurance WAIVER N/A- YES-We hereby certify that the following liability insurance is in force at this date. Policy number: 1881/02047617/2022/001 1. Insured: Axis Travel Marketing Ltd 2. Date of inception: 13th May 2022 3. Date of expiry: 12th May 2023 4. Employers liability: No less than £5,000,000 5. Public and products liability: £2,000,000 6. Insurer: Folgate Insurance Company Ltd (20%)&Certain Underwriters at Lloyd's (ASP 4711) (80%) This document is furnished as a matter of information only. The issuance of this document does not make the person or organisation to whom it is issued an additional insured, nor does it modify in any manner the policy coverage. Should the above mentioned contract of insurance be cancelled, assigned or changed during the policy period mentioned above in such as to affect this document, no obligation to inform the holder of this document is accepted by the undersigned or by the Underwriters. Dated this 13th day of May 2022 Signed for and on behalf of Folgate Insurance Company Ltd (20%)&Certain Underwriters at Lloyd's (ASP 4711) (80%)subscribing to the above policy (Authorised Insurers) Your insurance is underwritten&administered by APC Underwriting.APC Underwriting is a trading name of Anglo Pacific Consultants(London)Ltd registered in England and Wales No.2852425 authorised and regulated by the Financial Conduct Authority.Firm reference number 304782. Date 13/05/2022 @ 17:14 Quotation Number 1881/02047617/2022/001 Page 1 of 1 APPROVED BY RISK MANAGEMENT LGATF'4' �Y. f ", S U R N t„" t;', DATE 9113/2022 WAIVER N/A_YES_ Certificate of Employers' Liability Insurance (A copy or copies of this certificate must be displayed at each place of business at which the policyholder employs persons covered by this insurance. This requirement will be satisfied if the certificate is made available in electronic form and each relevant employee to whom it relates has reasonable access to it in that form). Policy number: 1881/02047617/2022/001 Name of policyholder: Axis Travel Marketing Ltd Date of commencement of insurance: 13th May 2022 Date of expiry of insurance: 12th May 2023 We hereby certify that subject to point 2 below: 1. The policy to which this certificate relates satisfies the requirements of the relevant law applicable in Great Britain, Northern Ireland, the Isle of Man,the Island of Jersey, the Island of Guernsey,the Island of Alderney-, and 2. the minimum amount of cover provided by this policy is no less than£5,000,000. Signed for and on behalf of Folgate Insurance Company Ltd (20%)&Certain Underwriters at Lloyd's (ASP 4711) (80%)subscribing to the above policy. Authorised Signatory Dated this 13th day of May 2022 IMPORTANT It is strongly recommended that you store this Certificate in a secure place as a record of insurance as you may still be liable for claims after the expiry of this insurance for many years. Folgate Insurance, 80 Leadenhall Street, London, EC3A 3DH. W : +44 (0)20 7256 3100 Your insurance is underwritten&administered by APC Underwriting.APC Underwriting is a trading name of Anglo Pacific Consultants(London)Ltd registered in England and Wales No.2852425 authorised and regulated by the Financial Conduct Authority.Firm reference number 304782. Date 13/05/2022 @ 17:14 Quotation Number 1881/02047617/2022/001 Page 1 of 1