04/19/2001 Agreement
CLERK OF THE CIRCUIT COURT
MONROE COUNTY
BRANCH OFFICE
MARATHON SUB COURTHOUSE
3117 OVERSEAS HIGHWAY
MARATHON, FLORIDA 33050
TEL. (305) 289-6027
FAX (305) 289-1745
MONROE COUNTY COURTHOUSE
500 WHITEHEAD STREET
KEY WEST, FLORIDA 33040
TEL. (305) 292-3550
FAX (305) 295-3663
BRANCH OFFICE
PLANTATION KEY
GOVERNMENT CENTER
88820 OVERSEAS HIGHWAY
PLANTATION KEY, FLORIDA 33070
TEL. (305) 852-7145
FAX (305) 852-7146
MEMORANDUM
DATE:
May 30, 2001
TO:
Lynda Stuart, Office Manager
Tourist Development Council
ATTN:
Maxine Pacini
Administrative Assistant
Pamela G. Han~
Deputy Clerk .
FROM:
At the April 19, 2001, Board of County Commissioner's meeting the Board granted
approval and authorized execution of an Agreement for Gay & Lesbian Visitor Information
Services between Monroe County and the Key West Business Guild to provide Visitor
Information Services which promote gay and lesbian tourism commencing April 1, 2001 and
terminating on September 30, 2002, in an amount not to exceed $20,000 per year, DAC I, Third
Penny.
Enclosed are two duplicate originals of the above mentioned for your handling. Should
you have any questions please do not hesitate to contact this office.
Cc: County Administrator w/o document
Risk Management w/o document
County Attorney
Finance
File/"
AGREEMENT FOR GAY & LESBIAN VISITOR INFORMATION SERVICES
THIS AGREEMENT, entered this L 9" (;It day of n?r< I L .2001,
by and between the Key West Business Guild (hereinafter "Provider"), and the Board of
County Commissioners of Monroe County (hereinafter "County").
WHEREAS, Provider is qualified to provide Visitor Information Services which
promote gay and lesbian tourism, and
WHEREAS, the Tourist Development Council (TOG) has recommended to
COUNTY that Provider be awarded a contract for Visitor Information Services which
promote gay and lesbian tourism, and
WHEREAS, the TOG wishes to enter into this Agreement for Visitor Information
Services which promote gay and lesbian tourism with the Provider,
1 . Scope of Services: Provider shall provide the following services:
a. The Provider shall respond to all telephone inquiries from the Key West
Business Guild toll-free number and (305) line with general information
about the destination and Monroe County.
b. The Provider shall respond to all telephone inquiries for the benefit of the
destination as a whole and not just for the benefit of the Provider,
members of the Provider and/or discriminate between Key West Business
Guild and non-guild members.
c. The Provider shall retrieve and record all information required for mail
fulfillment which includes the name, address, ZIP code and telephone
number or e-mail address (when provided) of the caller.
d. Provider shall provide live operator, voice mail, answering machine or
similar procedures to capture the required information during off hour
operation.
e. The Provider shall input the inquiries for mail fulfillment into data base,
prepare labels, place labels on envelopes, place approved collateral
material in envelopes, place first class postage and deliver fulfillment to
the post office. The Provider shall use TOG approved promotional
collateral and local gay/lesbian industry materials as mail fulfillment.
f. The Provider shall provide their own telephone lines, mail fulfillment
envelopes/packaging, postage, postage equipment, computer equipment
and staff to provide said service.
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Gay & Lesbian Visitor Information Services Agreement
DAC I Funding, FY 2001-2002
1
g. The Provider shall provide Visitor Information Services to visitors walking
into the facility Monday through Friday, 9:00 a.m. to 5:00 p.m., with the
exception of Christmas Day; New Years Day; Memorial Day; July 4th Day;
Labor Day and Thanksgiving Day.
h. The Provider shall provide the TDC with monthly reports on telephone
inquiries that include media ad responses, top calling states, visitor
interests and other market research information.
i. The Provider will refer the caller/visitor to the Fla-Keys.com website.
2. Term: The term of the agreement is for a period of eighteen (18) months
beginning April 2001 and expiring on September 30, 2002. The County has an option
to extend this agreement for two (2) additional years.
3. Compensation:
Provider shall charge Twenty Thousand ($20,000) dollars as an annual
administration fee to cover costs outlined in paragraph 2. Payment will be made in
monthly installments of one thousand, six hundred, sixty six dollars and sixty six cents
($1,666.66). The Board of County Commissioners and the Tourist Development Council
assume no liability to fund this agreement for an amount in excess of this award.
Payment for expenditures permissible by law and County policies shall be made
through reimbursement to Provider upon presentation of invoices, and other
documentation necessary to support a claim for reimbursement. Monroe County's
performance and obligation to pay under this agreement is contingent upon an annual
appropriation by the BOCC.
4. Records - Access and Audits: The Provider shall maintain adequate and
complete records to justify all charges, expenses and costs incurred in performing the
work for at least three (3) years after completion of this agreement. The County shall
have access to such books, records, and documents concerning the contracted
services. The access to and inspection of such books, records, and documents by the
County shall occur at any reasonable time. Provider understands that it shall be
responsible for repayment of any and all audit exceptions identified by County. Any
current or subsequent contract awards will be offset by the amount of any audit
exceptions. In the event there are not funds still held by County for a contract award,
the amount of audit exception shall be billed to Provider who shall promptly pay same.
5. Independent Contractor Relationship: The Provider, is and shall be, in the
performance of all works, services, and activities under this agreement, an independent
contractor and not an employee, agent or servant of the County. The Provider shall
exercise control, direction, and supervision over the means and manner and personnel
in which it and its employees perform the work. In all respects, the "Provider's"
relationship and the relationship of its employees to the County shall be that of an
independent contractor and not as employees or agents of the county. Moreover, the
Provider shall have no authority whatsoever to act on behalf and/or as agent for the
County in any promise, agreement, or representation other than specifically provided for
in this agreement. The County shall at no time be legally responsible for any
negligence on the part of said contractor, its employees or agents, resulting in either
bodily or personal injury or property damage to any individual, form, or corporation.
Gay & Lesbian Visitor Information Services Agreement
DAC I Funding, FY 2001-2002
2
6. Modification: Additions to, modification to, or deletions from the Scope of
'Work and/or costs of work set forth in this contract may be made only by amendment to
this agreement which must be approved in writing by the County. No modification shall
become effective without written approval of County.
7. Breach and Penalties: The parties agree to full performance of the
covenants contained in this contract, and the County reserves the right at its discretion,
provided any breach is material, to terminate the services in this contract for any
misfeasance, malfeasance or nonperformance of the contract terms or negligent
performance of the contract terms by Provider. Any waiver of any breach of covenants
herein contained shall not be deemed to be a continuing waiver and shall not operate to
bar the County from declaring a forfeiture for any succeeding breach either of the same
conditions or covenants or otherwise.
8. Insurance: The Provider shall maintain the following required insurance
throughout the entire term of this contract and any extensions. Failure to comply with
this provision may result in the immediate suspension of all work until the required
insurance has been reinstated or replaced. Delays in the completion of work resulting
from the failure of the Provider to maintain the required insurance shall not extend any
deadlines specified in this contract and any penalties and failure to perform
assessments shall be imposed as if the work had not been suspended, except for
Provider's failure to maintain the required insurance.
The Provider shall provide, to the County, as satisfactory evidence of the
required insurance, either:
Certificate of Insurance
or
* A Certified copy of the actual insurance policy
The COUNTY, at its sole option, has the right to request a certified copy of any or all
insurance policies required by this contract.
All Insurance policies must specify that they are not subject to cancellation, non-
renewal, material change, or reduction in coverage unless a minimum of thirty (30) days
prior notification is given to the County by the insurer.
The acceptance and/or approval of the Provider's insurance shall not be
construed as relieving the Provider from any liability or obligation assumed under this
contract or imposed by law.
The Monroe County Board of County Commissioners, its employees and officials
will be included as "Additional Insured" on all policies, except for Workers'
Compensation.
Any deviations from these General Insurance Requirements must be requested
in writing from the COUNTY. Such requests shall be prepared from the COUNTY's
form entitled "Request for Waiver of Insurance Requirements" and approved by Monroe
County Risk Management.
A. Prior to the commencement of work governed by this contract the
PROVIDER shall obtain Workers' Compensation Insurance with limits sufficient to
respond to Florida Statute 440.
*
Gay & Lesbian Visitor Information Services Agreement
DAC I Funding, FY 2001-2002
3
In addition, the Provider shall obtain Employers' Liability Insurance with
limits of not less than:
$100,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease
$100,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the contract.
Coverage shall be provided by a company or companies authorized to
transact business in the state of Florida and the company or companies must maintain
a minimum rating of A-V1, as assigned by the A.M. Best Company.
B. Prior to the commencement of work governed by this contract, the
PROVIDER shall obtain General Liability Insurance. Coverage shall be maintained
throughout the life of the contract and include, as a minimum:
. Premises Operations and Contents
. Products and Completed Operations
. Blanket Contractual Liability
. Personal Injury Liability
. Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per person
$1,000,000 per Occurrence
$ 100,000 Property Damage
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.
9. Indemnification and Hold Harmless: The Provider shall indemnify and
hold harmless the County, their departments, agencies, officials, employees, agents,
servants and contractors, against any claims, liabilities and expenses (including
reasonable attorney's fees) arising as a result of any direct and/or indirect action of
Provider, its employees, agents, servants and/or contractors in the performance of the
terms of this agreement or otherwise related to activity conducted in the furtherance of
this agreement except to the extent that, in the case of any act of negligence, Provider
reasonably relied upon material supplied by the County or any employee of County.
Provider shall immediately give notice to County of any suit, claim or action made
against Provider that is related to any activity under this agreement and will cooperate
with the County in the investigation arising as a result of any suit, claim or action related
to this agreement.
10. Permits: The Provider shall secure all required permits, and/or licenses
necessary for this project.
Gay & Lesbian Visitor Information Services Agreement
DAC I Funding, FY 2001-2002
4
11 . Laws and Reaulations: It shall be understood and agreed that any and all
.services, materials and equipment shall comply fully with all Local, State and Federal
laws and regulations.
12. Taxes: The County s exempt from Federal, Excise and State of Florida
Sales Tax.
13. Finance Charaes: The County will not be responsible for any finance
charges.
14. Severability: If any provision of this contract shall be held by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of this contract, or
the application of such provision other than those as to which it is invalid or
unenforceable, shall not be affected thereby; and each provision of this contract shall
be valid and enforceable to the fullest extent permitted by law.
15. Force Maieure: The Provider shall not be liable for delay in performance
or failure to perform in whole or in part, the services due to the occurrence of any
contingency beyond its control or the control of any of its sub-providers or suppliers,
including labor dispute, strike, labor shortage, war or act or war whether an actual
declaration thereof if made or not, insurrection, sabotage, riot or civil commotion, act of
public enemy, epidemic, quarantine restriction, accident, fire, explosion, storm, flood,
drought, or other act of God, act of any governmental authority, jurisdictional action, or
insufficient supply of fuel, electricity, or materials or supplies, or technical failure where
the Provider has exercised reasonable care in the prevention thereof, and any such
delay or failure shall not constitute a breach of the agreement. The Provider shall notify
the TDC of any delay or failure to perform within five (5) days of such action. Upon
demand of TDC, the Provider, must furnish evidence of the causes of such delay or
failure. The Provider shall not resume its performance hereunder unless provided for in
the Scope of Services.
16. Assianment: Provider shall not assign, transfer, sublease, pledge,
hypothecate, surrender, or otherwise encumber of dispose of this contract or any estate
created by this contract or any interest in any portion of the same, or permit any other
person or persons, company or corporation to perform services under this contract
without first obtaining the written consent of the County. In the event of such consent,
this agreement shall be binding upon the Provider's successors and assigns.
17. Disclosure: The Provider shall be required to list any or all potential
conflicts of interest, as defined by Florida Statute 112 and Monroe County Ethics
Ordinances. The Provider shall disclose to the County all actual or proposed conflicts
of interest, financial or otherwise, direct or indirect, involving any client's interest which
may conflict with the interest of the County.
18. Advertisina: Prior to any advertising, publicity, or promotional materials
initiated by the Provider relating to the services under this agreement, the Provider
shall obtain prior written approval regarding said promotional material for the TDC
before such material can be released. Materials shall be presented to the TDC for
approval and shall be returned to the Provider in a timely manner. All promotional
material related to services under this agreement shall only include references to
Monroe County tourism and each mailing package must include the official Monroe
County TDC Gay and Lesbian brochure.
Gay & Lesbian Visitor Information Services Agreement
DAC I Funding, FY 2001-2002
5
19. Additional Conditions: Provider agrees to accept additional conditions
governing the use of funds or performance of work as may be required by federal, state
or local statute, ordinance or regulation or by other policy adopted by County. Such
additional conditions shall not become effective until Provider has been notified in
writing and no such additional conditions shall be imposed retroactively.
20. Independent Professional Judqment: Provider shall at all times exercise
independent professional judgment and shall assume full responsibility for the service
to be provided and work to be completed.
21. Care of Property: The Provider shall be responsible to the County for the
safekeeping and proper use of the property entrusted to Provider's care, to include any
and all insurance for the value of the equipment and any maintenance or service
contracts relating to such equipment for its service life.
22. Ethics Clause: The Firm warrants that no person has 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 the
Firm or its subcontractors.
23. Notice: Any notice required or permitted under this agreement shall be in
writing and hand-delivered or mailed, postage prepaid by certified mail, return receipt
requested, to the other party as follows:
For Key West Business Guild: Mr. Lou Hernandez
Key West Business Guild
P.O. Box 1208
Key West, FL 33041
For Monroe County TDC: Ms. Lynda Stuart
1201 White Street
Suite 102
Key West, FL 33040
County shall give notice to Provider of any meetings on which is an agenda item
pertaining to telemarketing. Said notice shall be given so that provider has ample time
to make travel arrangements for an Executive Board member to attend the meeting.
24. Termination: Termination of this agreement shall occur at the natural
ending date or earlier should either party terminate with or without cause.
25. Time: Time shall be of the essence as to this agreement.
26. Public Entity Crime Statement: A person or affiliate who has been placed
on the convicted vendor list following a conviction for public entity crime may not submit
a bid on a contract to provide any goods or services to a public entity, may not submit a
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 of real property to public entity, may not
be awarded or perform work as a contractor, supplier, subcontractor, or consultant
under a contract with any public entity, and may not transact business with any public
entity in excess of the threshold amount provided in Section 287.017, for CATEGORY
TWO for a period of 36 months from the date of being placed on the convicted vendor
Gay & Lesbian Visitor Information Services Agreement
DAC I Funding, FY 2001-2002
6
Jist.
27. Full AQreement: This writing embodies the entire Agreement and
understanding between the parties hereto, and there are not other agreements and
understandings, oral or written, with reference to the subject matter hereof that are not
merged herein and superseded hereby. In order to be effective any amendment and/or
change to this Agreement shall be in writing recommended by the TDC and approved
by the COUNTY and signed by both parties.
28. This contract has been carefully reviewed by legal counsel for both
parties. Therefore, this contract shall not be strictly construed against either party on
the basis of authorship.
IN WITNESS WHEREOF, the parties have executed this agreement the day and year
first above written.
(SEAL)
Attest:
Key West Business Guild
By: :7ou- Ij~/
President
Monroe County Board of County
Commissioners
. KOLHAGE, Clerk
~~P.t.~L~ ~~
Clerk Mayor/Chairman
-
Approved as to form and legal sufficiency:
Date:
APPROVED AS TO FORM
AND AL SUFFICIENCY.
Gay & Lesbian Visitor Information Services Agreement
DAC I Funding, FY 2001-2002
7
HAR-20-01 1020 FROH,HCTDC
ID,30529G0788
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ACORDN ,CERTIFICATE OF LIABILITY INSURANC~~~8 r DATE (MMIDDIYY)
05/16/01
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
Key West Insurance, Inc. HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR
P. O. Box 5487 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Key West FL 33045-5487 INSURERS AFFORDING COVERAGE
Phone: 305-294-1096 Fax:305-294-8016
INSURED INSURER A Lloyds of London
INSURER B
Key West Business Guild Inc. i INSURER C
PO Box 1208 I INSURER 0:
Key West FL 33040 I
I INSURER E
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS
I
LTR
TYPE OF INSURANCE
POLICY NUMBER
OS/24/01
LIMITS
, EACH OCCURRENCE ; $ 1000000
FIRE DAMAGE (Anyone fire) $ 50000
I MED EXP (Anyone person) I $ 5000
PERSONAL & ADV INJURY $ 1000000
GENERAL AGGREGATE $1000000
PRODUCTS - COMPIOP AGG $ excluded
i GENERAL LIABILITY
A. ;,~"~I' COM. MERCIAL GENERAL LIABILITY
I CLAIMS MADE X OCCUR
i i
I
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GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY jf8,: , LOC
~~OMOBILE LIABILITY
I i ANY AUTO
'~ ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
I NON-OWNED AUTOS
7098A1205
COMBINED SINGLE LIMIT $
: (Ea accident)
I BODILY INJURY $
I (Per person)
BODILY INJURY $
(Per accident)
V
L' .
PROPERTY DAMAGE $
(Per accident)
AUTO ONLY - EA ACCIDENT $
~.r,' 'I.Tf'? ~, ,: OTHER THAN EA ACC $
AUTO ONLY: AGG $
EACH OCCURRENCE $
AGGREGATE $
I $
$
$
$
E.L DISEASE - EA EMPLOYEE $
EL DISEASE - POLICY LIMIT $
GARAGE LIABILITY
j ANY AUTO
EXCESS LIABILITY
OCCUR
CLAIMS MADE
DEDUCTIBLE
RETENTION $
WORKERS COMPENSATION AND
i EMPLOYERS' LIABILITY
OTHER
DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESIEXCLUSIONS ADDED BY ENDORSEMENTISPECIAL PROVISIONS
Special event liability; certificate holder is an additional insured
CERTIFICATE HOLDER
Y I ADDITIONAL INSURED; INSURER LETTER:
CANCELLATION
Monroe County Board of
County Commissioners
ATTN: Maxine
5100 College Road
Key West FL 33040
MONROEC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN
NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL
IMPOSE NO O~ A ON OR LIABILITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR
@ ACORD CORPORATION 1988
ACORD 25-S (7/97)