Item F49 F.49
Coty f � ,�� ,' BOARD OF COUNTY COMMISSIONERS
�� Mayor David Rice,District 4
The Florida Keys � Mayor Pro Tem Craig Cates,District I
y Michelle Coldiron,District 2
James K.Scholl,District 3
Ij Holly Merrill Raschein,District 5
County Commission Meeting
October 19, 2022
Agenda Item Number: F.49
Agenda Item Summary #11107
BULK ITEM: Yes DEPARTMENT: Tourist Development Council
TIME APPROXIMATE: STAFF CONTACT: Ammie Machan (305) 296-1552
N/A
AGENDA ITEM WORDING: Approval of an Amendment to extend the Agreement with STR,
Inc. to December 31, 2024 at the renewal rate of$32,940/year.
ITEM BACKGROUND: Our current Agreement with STR to provide local reporting specific to
Monroe County accommodations, reporting pertaining to occupancy and daily rates on a weekly,
monthly and an annual basis and state wide data expires on December 31, 2022.
Within the Agreement is an option to extend the Agreement for one (1) additional 24-month period
under the same terms and conditions at agreed upon renewal rates.
Attached is the required Amendment to extend the Agreement to December 31, 2024 at the renewal
rate of$32,940/year.
TDC approved same at their meeting of September 21, 2022.
PREVIOUS RELEVANT BOCC ACTION: BOCC approved original Agreement January 20,
2021.
CONTRACT/AGREEMENT CHANGES:
Amendment to Extend
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
STR Amendment and Original Agreement
FINANCIAL IMPACT:
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Effective Date: January 1, 2023
Expiration Date: December 31, 2024
Total Dollar Value of Contract: $73,880
Total Cost to County: No Cost to County
Current Year Portion: $36,940
Budgeted: Yes
Source of Funds: TDC
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: No If yes, amount:
Grant:
County Match:
Insurance Required: Yes —to be provided after BOCC approval
Additional Details: Line Item Number 115-75039
REVIEWED BY:
Maxine Pacini Completed 09/22/2022 2:56 PM
Christine Limbert Completed 09/27/2022 11:30 AM
Purchasing Completed 09/27/2022 12:23 PM
Budget and Finance Completed 10/04/2022 9:47 AM
Brian Bradley Completed 10/04/2022 10:03 AM
Lindsey Ballard Completed 10/04/2022 2:35 PM
Board of County Commissioners Pending 10/19/2022 9:00 AM
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AMENDMENT WtAmendment) TO AGREEMENT
THIS AMENDMENT to Agreement is entered into this day of
2022 between the Board of County Commissioners for Monroe County, a political
subdivision of the state of Florida (County), on behalf of the Tourist Development Council,
and STR, LLC. (STR).
WHEREAS, there was an Agreement entered into on January 20, 2021 for STR to
provide market reports; and
WHEREAS, the original Agreement with STR provides an option to extend the
Agreement for one (1) additional twenty-four (24) month period at the agreed upon
renewal rates.
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WHEREAS, the parties desire to exercise the option to extend Agreement for an
additional twenty-four (24) month period at the agreed upon renewal rates; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein, E
the parties agree to amend the Agreement as follows:
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1. Paragraph 1 of the Agreement shall be amended to read:
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DURATION AND TERMINATION: This Agreement shall expire on December
31, 2024. aD
Either party may cancel this Agreement without cause by giving the other party
sixty (60) days written notice of its intention to do so. In the event that the STR
shall be found to be negligent in any aspect of service, the COUNTY shall have
the right to terminate this agreement after five days written notification to the
STR.
If the County determines that STR has submitted a false certification under E
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 E
County shall have the option of(1) terminating the Agreement after it has given
STR 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.
2. Paragraph 3 of the Agreement shall be amended to read:
PAYMENT AND INVOICE: As consideration for subscribing to the Destination
Reports, starting on January 1, 2023, and for a period of one (1) year, BOCC
agrees to pay STR an annual total of $32,940 in quarterly installments of
$8,235 each payable within ten (10) days of the end of the quarter for which it
is due. For the year 2024, BOCC agrees to pay an annual rate which shall be
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adjusted using the CPI-U for South Florida for year ending December 2023.
Annual rate will be automatically adjusted upon submission of supporting
documentation with the applicable CPI rate. Invoices shall be submitted to the
County with supporting documents, as applicable, that is acceptable to the
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.
The County's performance and obligation to pay under this contract is
contingent upon an annual appropriation by the Board of County
Commissioners.
3. All references to the termination date shall be revised to read December 31,
2024. a
4. The remaining provisions of the Agreement dated January 20, 2021, shall
remain in full force and effect.
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IN WITNESS WHEREOF; the parties hereto have caused this Agreement to be executed
the day and year first above written.
(SEAL) Board of County Commissioners
Attest: Kevin Madok of Monroe County
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As Deputy Clerk Mayor/Chairman
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MON8YOE COUNTY A'➢"P<7RNEY
CFCR➢ST NE E IMBE?RT-BARROWS
ASSISTANT COUNTY An'ORNE'.Y
By r)ATC 8/29/22V4
Direc or, B/DOM Operations E
Lynsie Bennett 8/26/2022
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Print Name Date
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AND TWO WITNESSES
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tI, / (2) K y e B u t l e r
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Print Name Print Name
Date: 8/26/2022 Date: 8/26/2022
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STR DESTINATION REPORT AGREEMENT
THIS AGREEMENT is entered into this 20th day of January 2021 by and
between STIR, LLC, located at 735 East Main Street, Hendersonville Tennessee
("STR"), and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS ("BOCC",
"County" or "Client"), located at 1100 Simonton Street, Key West, FL 33040, a political
subdivision of the State of Florida.
WHEREAS, STR is a leader in the lodging research industry and has developed
a series of local market reports, which are designed to present data on the relative
performance of lodging industry properties in selected competitive markets and
segments of the lodging industry; and
WHEREAS, the Tourist Development Council ("TDC" ), an advisory board to the
BOCC, has recommended that the County enter into an Agreement with STR for the
purpose of delivery of goods and services as described in Exhibit A attached hereto; and 0
WHEREAS, this Agreement outlines the obligations and responsibilities of E
the respective parties participating in the local market, historical trend, track destination,
Florida market and other destination report programs as set forth herein; E
NOW THEREFORE in consideration of the;following mutual covenants, STR
and the BOCC agree as follows:
1. DURATION AND TERMINATION: The effective date of this Agreement is
January 1, 2021 and shall continue for a period of two (2) years ending on December
31, 2022. No later than sixty (60) days prior to the expiration date of this initial term, STR
will provide the BOCC with renewal rates. Thereafter the BOCC has the authority to
extend this Agreement for one (1) additional twenty-four(24) month period at the agreed
upon rates by providing thirty (30) days prior written notice to STR.
Either party may cancel this Agreement without cause by giving the other party sixty (60) E
days written notice of its intention to do so. In the event that the STR shall be found to
be negligent in any aspect of service, the COUNTY shall have the right to terminate this E
agreement after five days written notification to the STR.
If the County determines that STR 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 STR 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.
2. REPORTS: As consideration for the payments outlined in Section 3 Payment and
Invoice described below and client's subscription to the Destination Reports, Client shall
receive monthly Destination Reports and weekly Destination Reports prepared by STR.
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Weekly Destination Reports will be forwarded to Client on our about Wednesday of each
week. Monthly Destination Reports shall be issued on or about the last week of each
month. The reports will be delivered by STIR to a place designated by Client.
3. PAYMENT AND INVOICE: As consideration for subscribing to the Destination
Reports, starting in 2021 and for a period of one (1) year, BOCC agrees to pay STR
an annual total of$27,700 in quarterly installments of$6,925.00, each payable within
ten (10) days of the end of the quarter for which it is due. For the year 2022, BOCC
agrees to pay an annual rate which shall be adjusted using the CPI-U for South
Florida for year ending December 2021. Annual rate will be automatically adjusted
upon submission of supporting documentation with the applicable CPI rate. Invoices
shall be submitted to the County with supporting documents, as applicable, that is
acceptable to the 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.
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The County's performance and obligation to pay under this contract is contingent upon
an annual appropriation by the Board of County Commissioners.
- 4. EXTERNAL SHARING RIGHTS: Client may share data for the current month,
and year-to-date, for Client's local area, with Client's Stakeholders. "Stakeholders"
means the BOCC, TDC board members, the TDC marketing director, and TDC director
of marketing research.
If Client shares any STR data in any form, STR must be clearly and conspicuously
identified as the source of such data by means of the following notation: SOURCE:
STR, LLC REPUBLICATION OR OTHER RE-USE OF THIS DATA WITHOUT THE
EXPRESS WRITTEN PERMISSION OF STR IS STRICTLY PROHIBITED. The
notation shall appear immediately below or in conjunction with any and all graphs,
charts or tables derived from STR Data. If Client wishes to share additional data, or
share data with other recipients, Client must execute a Republication Rights
Agreement.
STR asserts that its data is proprietary to STR. Prior to using local market report data
in its publications, advertising or marketing efforts as authorized above, Client agrees
to provide STR with a copy of the proposed publication masthead, advertisement, or
marketing plan in form and substance acceptable to STIR. Copies of all publications, E
whether they be electronic or hard copy, containing STR data must be emailed to
destininfo@str.com. STR and Client further agree that STR has the right to amend or
change the masthead, advertisement, marketing plan or other materials to the extent
STR believes is reasonably necessary to comply with the terms and conditions hereof
within 48 hours of email to STR. Client need not obtain STR's prior approval for any
STR data that is merely paraphrased or summarized in the text of a report or
publication, as opposed to set out in tabular or graphic form.
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The Destination Reports may only be released to third parties in response to a public
record request pursuant to Chapter 119, Florida Statutes STR may seek a judicial
protective order to prevent the release of Destinations Reports made in response to
public records requests.
5. DEFAULT: In the event that BOCC shall not make payment when due, STR shall
be under no obligation to provide Destination Reports to Client until such time as the
overdue payment is paid. In the event that payment shall remain unpaid for a period of
60 days after its due date, this Agreement shall automatically terminate and otherwise
become null and void, and STR shall have no further obligations; provided, however,
that SRT shall have the right to declare past due and past payable sums due under the
terms of this Agreement.
6. DEFAULT COSTS: In the event of BOCC's default under the terms of this
Agreement, STR shall be entitled to receive from BOCC, in addition to all other amounts
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due, the cost of collection, including reasonable attorney's fees, incurred in the collection
of the past amounts due under the terms of this Agreement.
7. OWNERSHIP OF THE DATA: All of STR's data, without regard to the form or
content of the report in which it is incorporated, is, and will be, and shall remain STR's
exclusive property and proprietary information. Neither BOCC or Client shall license or
sublicense, or in any way claim, in copyright or otherwise, to any of STR's data or
information for any reason. The Parties agree that any and all data sets, information,
and reports, irrespective of form, prepared by STR and provided to Client are not and
do not constitute works for hire under the copywrite laws. STR has the right to authorize
and assign publication rights of the Destination Report data under this Agreement to
other subscribers of the destination report program. STR recognizes that upon provision
of any reports to Client, those documents become public records and are subject to
Florida Statutes (F.S.), Chapter 19. Section 119.07(1)(a), F.S. requires the TDC to
permit such records to be inspected by any person desiring to do so, and to provide a
copy of said record upon payment to Client of a duplication fee.
8. CLIENTS USE OF THE STR DATA: In addition to Client's External Sharing
Rights and obligations outlined in Section 4, which have been stated above, Client is
authorized to use STR data, results, an/or the Destination Reports in the operation of its
business. The Destination Reports and STR data supplied by STR to Client are asserted
by STR to be confidential and proprietary information, and the Client shall not disclose
the STR data to any persons or entity not authorized in this Agreement or any other
writing to receive such information, except when disclosure is required in response to a
public records request in accordance with Chapter 119, Florida Statutes.
Client shall not make or report any projections regarding room rates, in its advertising or
marketing efforts, or in any of its publications, that are based on the information
presented in the Destination Reports. Client expressly agrees and understands that STR
asserts that the data contained in any and all STR Destination Reports is of extraordinary
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value to STR. Furthermore, any and all forecasts and/or projections provided by Client
and included with any data belonging to STR shall be clearly and conspicuously
referenced and indicate that the projection or forecast is of the Client and not STR so
that all associated liability rests on Client and not STR.
9. DISCLAIMER: Client acknowledges the Destination Reports are generated from
information received through independent surveys and research from sources
considered reliable in the hotel and motel industry. STR will use its best efforts to insure
the information contained in the Destination Reports are accurate and complete. STR
TAKES NO RESPONSIBILITY FOR THE ACCURACY AND VALIDITY OF THE RAW
DATA PROVIDED TO STR FOR USE IN ITS DESTINATION REPORT(S). CLIENT
AGREES THAT STR SHALL NOT BE LIABLE FOR DAMAGES INCLUDING
CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OF ITS DATA AND/OR
THE DESTINATION REPORT(S). STR MAKES, AND CLIENT RECEIVES NO
WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE
PERFORMANCE OF DATA OR THE RESULTS THAT MAY BE OBTAINED USING
THE DATA. ACCORDINGLY, THE DATA IS LICENSED "AS IS" WITHOUT
WARRANTY AS TO ITS PERFORMANCE, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE . THE ENTIRE RISK AS TO THE RESULTS
AND PERFORMANCE OF THE DATA IS ASSUMED BY CLIENT. E
10. LIMITATION OF CLIENT AND STR LIABILITY: The parties further agree-that in
no event shall the Clients and STR's total liability relating to Clients and STR's
performance under this Agreement, or any report or data provided to Client by STR,
exceed the total of the sums payable by BOCC and received by STR, and in no event
shall STR be liable for special, indirect, consequential, incidental, or exemplary
damages.
11. MODIFICATION: This Agreement represents the entire understanding between
the parties and there are no agreements or understandings either oral or written, other
than those set forth in this Agreement. Any modifications to this Agreement shall be in
writing signed by both parties.
12. INDEMNIFICATION: STR covenants and agrees to indemnify and hold harmless
Monroe County Board of County Commissioners from any losses, damages, and
expenses (including attorney's fees) which arise out of, in connection with, or by reason
of services provided by Smith Travel Research, occasioned by STR's gross negligence,
or knowing or intentional misconduct. Subject to and without waiving the provisions of
section 768.28, Florida Statutes, BOCC covenants and agrees to indemnify and hold
harmless STR from any losses, damages, and expenses (including attorney's fees)
which arise out of, in connection with, or by reason of BOCC's gross negligence of
disclosure of or material misuse or misrepresentative of the Destination Reports.
13. INSURANCE: The agency shall maintain the following required insurance
throughout the entire term of the contract and any extensions. Failure to comply with
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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 agency to maintain the required insurance shall not extend any
deadlines specified in this contract and any penalties and failure to perform assessments
shall be imposed as if the work had not been suspended, except for agency's failure to
maintain the required insurance. The agency shall provide, to the County, as satisfactory
evidence of the required insurance, either:
Original Certificate of Insurance
or
A Certified copy of the actual insurance policy
The County, at its sole option, has the right to request a certified copy of any or all
insurance policies required by this contract. All Insurance policies must specify that they
are not subject to cancellation, non-renewal, material change or reduction in coverage
unless a minimum of thirty (30) days prior notification is given to the County by the
insurer.
The acceptance and/or approval of the agency's insurance shall not be construed as
relieving the agency from any liability or obligation assumed under this contract or
imposed by law. The Monroe County Board of County Commissioners;,~its employees
and officials will be included as "Additional Insured" on all policies, except for Workers'
Compensation. Any deviations from these General Insurance Requirements must be
requested in writing on the County prepared from entitled "Request for Waiver of
Insurance Requirements" and approved by Monroe County Risk Management.
A. Prior to the commencement of work governed by this contract the agency shall
obtain Workers' Compensation Insurance with limits sufficient to respond to Florida
Statute 440. In addition, the agency shall obtain Employers' Liability Insurance with limits
of not less than:
$100,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease
$100,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the contract. E
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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 contract, the agency shall
obtain General Liability Insurance. Coverage shall be maintained throughout the life of
the contract and include, as a minimum:
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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 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per Person
$1,000,000 per Occurrence
$ 100,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made
policy, its provisions should include coverage for claims filed on or after the effective date
of this contract. In addition, the period for which claims may be reported should extend
for a minimum of twelve (12) months following the acceptance of work by the County.
The Monroe County Board of County Commissioners shall be named as Additional
Insured on all policies issued to satisfy the above requirements.
C. Recognizing that the work governed by this Agreement involves the furnishing of
advice or services of a professional nature, the STR 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 STR arising out of work governed by this
Agreement. The minimum limits of liability shall be: $300,000 per Occurrence/$500,000
Aggregate.
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14. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has been
placed on the convicted vendor list following a conviction for a public entity crime may
not submit a bid on a contract to provide any goods or services to a public entity, may
not submit a bind on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids on leases or real property to public
entity, may not be awarded or perform work as a supplier, subcontractor, or consult under
a contract with any public entity, and may not transact business with any public entity in
excess of the threshold amount provided in Section 287.017, Florida Statutes, for
CATEGORY TWO for a period of 36 months from the date of being placed on the
convicted vendor list.
15. ETHICS CLAUSE: In accordance with Section 5 (b) Monroe County Code
Ordinance No.010-1990, STR warrants that to the best of its knowledge no person has
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been employed or retained to solicit or secure this contract upon an Agreement or
understanding for a commission, percentage, brokerage, or contingent fee and that no
member of the Monroe County government or the TDC has any interest, financially or
otherwise in STR, its subsidiaries or affiliated companies. For breach or violation of this
provision the County may, in its discretion, terminate this contract without liability and
may also, in its discretion, deduct from the contract or purchase price, or otherwise
recover the full amount of any fee, commission, percentage, gift, or consideration paid
to the former County officer or employee.
16. PUBLIC RECORDS. STR shall maintain all books, records, and documents
directly pertinent to this Agreement in accordance with generally accepted accounting
principles consistently applied. In the event of a dispute, claim or litigation between the
Parties, 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 in
accordance with the provisions of Chapter 119, Florida Statutes, during the term of the
Agreement and for four years following the termination of this Agreement.
If Florida Statute 119.0701 is applicable to STR, and except where the data or record
is a trade secret or is such that STR is bound to maintain the confidentiality of the
record, STR and its subcontractors shall comply with all public records laws of the
State of Florida, including but not limited to:
Public Records Compliance. STR 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 STR 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 STR 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
STR. Failure of the STR 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 STR is encouraged to consult with its advisors about Florida Public Records Law in
order to comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the STR is
required to:
(1) Keep and maintain public records that would be required by the County to perform
the service.
(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
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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 STR 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 STR or keep and maintain public records that would be required by
the County to perform the service. If the STR transfers all public records to the County
upon completion of the contract, the STR shall destroy any duplicate public records that
are exempt or confidential and exempt from public records disclosure requirements. If
the STR keeps and maintains public records upon completion of the contract, the STR
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 STR of the request, and the STR must provide
the records_ to the .County or allow the records to be inspected or copied within a
reasonable time.
If the STR 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 STR. A STR who fails to provide the public records to
the County or pursuant to a valid public records request within a reasonable time may
be subject to penalties under section119.10, Florida Statutes.
The STR 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 STR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE STR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT,
CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY
AT PHONE# 305-292-3470 B A LEY-B IA ON OECOUNTY-
FL.G V, MONROE COUNTY ATTORNEY'S OFFICE 1111 121—' Street,
SUITE 408, KEY WEST, FL 33040.
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17. MAINTENANCE OF RECORDS: STR shall maintain all books, records, and
documents directly pertinent to performance under this Agreement in accordance with
generally accepted accounting principles consistently applied. Records shall be retained
for a period of five years from the termination of this agreement. Each party to this
Agreement or its 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 seven years following the termination of this
Agreement. If an auditor employed by the County or Clerk determines that monies paid
to STR pursuant to this Agreement were spent for purposes that are unrelated to
the normal operating expenses of STR or that are not otherwise authorized by this
Agreement, and in particular if the Clerk should determine that the money has been
spent for any unlawful purpose, STR shall repay the monies together with interest
calculated pursuant to Sec. 55.03, F.S., running from the date the monies were paid to
STR.
18. INTERPRETATION, MEDIATION: BOCC, Client and STR 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 or any other
administrative or legal proceeding. The rules and procedures governing any such
mediation shall be in accordance with the Florida Rules of civil Procedures and usual
and customary procedures required by the 16th Judicial Circuit in and for Monroe
County.
19. 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 extend 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.
BOCC and STR 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.
20. ATTORNEY'S FEES AND COSTS: BOCC and STR 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, court costs, investigative, and out-of-pocket expenses in appellate proceedings.
21. BINDING EFFECT: The terms, covenants, conditions, and provisions of this
Agreement shall bind and inure to the benefit of the BOCC and STR and their respective
legal representatives, successors, and assigns.
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22. AUTHORITY: Each party represents and warrants to the other that the execution,
delivery and performance of this Agreement have been duly authorized by all necessary
County and corporate action, as required by law.
23. COOPERATION: In the event any administrative or legal proceeding is instituted
against either party relating to the formation, execution, performance or breach of this
Agreement, BOCC and STR agree to participate, to the extend required by the other
party, in all proceedings of this Agreement or provision of the services under this
Agreement. BOCC, Client, and STR specifically agree that nothing in this Agreement
required a party to enter into any arbitration proceedings related to this Agreement.
24. NONDISCRIMINATION: County and STR 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 STR 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 E
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) E
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 E
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 E
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.
25. NON-WAIVER OF IMMUNITY: Notwithstanding the provisions of any applicable
state law, including, but not limited to section 768.28, Florida Statutes, the participation
of BOCC in this Agreement and the acquisition of any commercial liability insurance
coverage, self-insurance coverage, or local government liability insurance pool
coverage shall not be deemed a waiver of immunity to the extent of liability coverage,
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F.49.a
nor shall any contract entered into by BOCC be required to contain any provision for
waiver.
26. PRIVILEGES AND IMMUNITIES: All of the privileges and immunities from
liability, exemptions from laws, ordinances and rules and pensions and relief, disability,
workers' compensations, and other benefits which apply to the activity of officers,
agents, or employees of any public agents or employees of BOCC, when performing
their respective functions under this Agreement within the territorial limits of BOCC shall
apply to the same degree and extend to the performance of such functions and duties
of such officers, agents, volunteers, or employees outside the territorial limits of the
County.
27. LEGAL OBLIGATIONS AND RESPONSIBILITIES: 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 and participating entity, in which case the
performance may be offered in satisfaction of the obligation or responsibility. Further,
this Agreement in not intended to, nor shall it be construed as, authorizing the delegation
of the constitutional or statutory duties of the County, except to the extent permitted by
the Florida constitution, state statute and case law.
28. 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 BOCC and STIR agree that no Party or any agent, officer, or employee
of a Party 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.
29. 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:
FOR TDC: 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 STIR: STIR, LLC
735 East Main St.
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Hendersonville, TN
30.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
31.E-VERIFY SYSTEM. In accordance with F.S. 448.095, STIR 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 STIR 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 E
Homeland Security's E-Verify system to verify the employment eligibility of all new
employees hired by the subcontractor during the Contract term.
0
The parties to this Agreement sign below intending to create a legally binding Agreement
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F.49.a
I TNESS WHEREOF; the parties hereto have caused this Agreement to be
ti l� W d the day and year first above written.
Board of County Commissioners
evin Madok of Monroe County
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`Tn•RiiGH+co"Sy • 1
As Deputy Cleric Ma or f
MONROECWNTY ATTORNEY
D
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STR, LLC CHRISTM WABERT.6ARROWS
_ ASSISTANT COUNTY ATTORNEY
DATE 12/31/20 �9
By o
Direct o , CVBIDOM Operations °
Print Name Date
AND TWO WITNESSES
Print Name Print Name
Date: Date:
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