FY1998 to FY2001 04/08/1998
Lynda M. Stuart
April 21, 1998
Page 2
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Resolution 149-1998 - To provide advance registration for trade shows
for the Fiscal Year 1999 be paid from Tourist Development Council Funds
in Fiscal Year 1998.
Revised Agreement between Monroe County and the Key Largo Chamber of
Commerce.
Revised Agreement between Monroe County and the Islamorada Chamber of
Commerce.
Revised Agreement between Monroe County and the Marathon Chamber of
Commerce.
Revised Agreement between Monroe County and the Lower Keys Chamber of
Commerce. .
Revised Agreement between Monroe County and the Greater Key West Chamber
of Commerce.
Enclosed please find two fully executed duplicate originals of each of the above
Agreements; one for return to your providers, and one for your files. If you have any
questions, please do not hesitate to contact this office.
cc: County Attorney
Finance - Karin Goddard
County Administrator, w/o document
File
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AGREEMENT
THIS AGREEMENT is entered into this ~ih day of -B-Pi2IL.. .
1998, by and between the BOARD OF COUNTY COMMISSIONERS, Monroe County,
Florida, hereinafter referred to as the COUNTY and the Greater Key West Chamber of
Commerce hereinafter referred to as PROVIDER;
WITNESSETH
WHEREAS, PROVIDER is qualified to provide Visitor Information Services which
promote tourism; and
WHEREAS, COUNTY and PROVIDER currently have a contractual arrangement
for services through September 30, 1998; and
WHEREAS, both parties desire to modify said agreement for the rerTliinder of
the term and to extend it an additional three years; and ~ j; =
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WHEREAS, the Tourist Development Council (TDC) has recommen~~to ~
COUNTY that PROVIDER be awarded a contract for Visitor Information Se@~; and
z?O;; :.
WHEREAS, the COUNTY wishes to enter into this Agreement for vf?~ ~
Information Services with the PROVIDER; ; ~ i:t
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NOW AND THEREFORE, in consideration of the mutual covenants, the parties
agree as follows:
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1. OLD AGREEMENT SUPERSEDED: The Agreement dated September 8,
1993 is superseded and replaced by this Agreement effective on the beginning date of
paragraph 2.
2. TERMS: The term of this Agreement is for a period of three and one half
years beginning April, 1998 and expiring on September 30, 2001. The COUNTY has
an option to extend this contract for two (2) additional one-year (1) periods beyond the
initial award period, upon one hundred and twenty (120) days prior written notice of
agreement extension to PROVIDER with consent of the PROVIDER.
3. SCOPE OF SERVICES: The PROVIDER shall pursuant to this
agreement, provide Visitor Information Services as described herein:
a. The PROVIDER shall respond to all telephone inquiries from generic toll
free number(s) and/or other toll or toll-free numbers with general information about the
Florida Keys and any specific district destination within.
b. The PROVIDER shall respond to all telephone inquiries from their district
toll-free number and (305) line with general information about their district destination
and the Florida Keys.
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c. The PROVIDER shall respond to all telephone inquiries for the benefit of
Monroe County as a whole and not for the benefit of the PROVIDER, members of the
PROVIDER and/or discriminate between chamber and non-chamber members where
generic materials are provided by the TDC.
d. PROVIDER shall retrieve and record all information required by the
software program displayed on the monitor which includes the name, address, zip code
and telephone number (when provided) of the caller. (see EXHIBIT A)
e. PROVIDER shall provide live telephone service tailored to each chamber,
as follows: 8:00 a.m. to 8:00 p.m., Monday through Friday, Saturday - 8:30 a.m. to
5:00 a.m., Sunday - 8:30 a.m. to 8:00 p.m. (closed Thanksgiving, Christmas, New
Year's Day, President's Day, Memorial Day, Fourth of July and Labor Day). Live
operator, voice mail, answering machine or similar procedures will be provided to
capture the required information during off hour operation.
f. All visitor-related collateral requests shall be entered into the TDC
computer network system on a daily basis to be downloaded to the TDC mail fulfillment
house. Only TDC approved collateral material will be used in the fulfillment of generic
and district requests. This provision shall not preclude the PROVIDER from sending at
their own cost any materials other than TDC approved materials.
g. The Visitor Information Service program is subject to review and periodic
change by the Monroe County Tourist Development Council. Any significant change
resulting in substantial costs and/or time in the scope of services requires the written
and signed consent of both parties.
h. The toll-free numbered telephone lines for which the tourist development
tax pays shall be used only for tourism-related purposes.
i. The PROVIDER shall provide Visitor Information Services to visitors
walking into the facility during the regular working hours which are 8:30 a.m. to 5:00
p.m. minimum 7 days a week (closed Thanksgiving, Christmas, New Year's Day,
President's Day, Memorial Day, Fourth of July and Labor Day).
j. COUNTY shall provide the toll-free number phone lines and routing
services to handle overflow or excessive calls required by this Agreement.
k. The COUNTY will provide all Visitor Information Services equipment and
maintenance as determined by the TDC.
I. COMPENSATION: Compensation shall be paid, subject to availability of
Tourist Development Tax Funds and approved as follows:
4. a. The COUNTY shall pay to the PROVIDER for services rendered in
the amount of two hundred and seven thousands dollars ($207,000) per year.
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b, The COUNTY shall pay to the PROVIDER for services rendered at
the specified rate in twelve equal (12) monthly payments per year. Said payment shall
occur upon the TDC Administrative Office verifying and certifying that the requirement
and data as set forth within the agreement entered into by and between PROVIDER
and the COUNTY have been fully performed. Periodic monitoring efforts shall be
conducted by the TDC for the purposes of system review and compliance of agreement
requirements. Monroe County's performance and obligation to pay under this contract,
is contingent upon an annual appropriation by the SOCC.
5. GENERAL PROVISIONS: COUNTY shall indemnify and hold PROVIDER
harmless from any suits, claims, damages, costs, or expenses arising in connection
with false, defamatory, or otherwise objectionable advertising material, including
material which invades the privacy of individuals, which advertising material has been
suggested, ordered or approved by TDC. PROVIDER agrees to indemnify and hold
harmless Monroe County against any claim of liability, losses and causes of action
which may arise out of the fulfillment of the agreement. PROVIDER agrees to pay all
claims and losses and shall defend all suits filed due to the negligent acts, errors or
omissions of its employees and/or agents, including related court costs.
6. APPROVAL AND CHANGES: The TDC ~hall have the sole and exclusive
right to approve or reject changes to the software program, format of questions required
to be asked of callers, and other program requirements of the Visitor Information
System, in which case the TDC's directions shall be immediately implemented.
Periodic monitoring efforts shall be conducted by the TDC for the purposes of system
review with feedback to PROVIDER to encourage improvement in the quality of service
in conjunction with modifications to established standards and training tools made
available by TDC to the PROVIDER.
7. RECORDS - ACCESS AND AUDITS: Separate and apart from the
Provider's normal business records, the Provider shall maintain books, records and
documents concerning the contracted services. These records shall be maintained in
compliance with Generally Accepted Accounting Principles and such records must
remain available for at least three (3) years after completion of this Contract. The
Provider shall provide TDC/County access to any of the books, records or documents
concerning the contracted services during regular business hours, upon reasonable
notice. In the event such inspection by TDC/County reveals a substantial failure on the
part of the Provider to carry out the contracted services, the TDC/County shall make a
written demand upon the Provider to repay a reasonable amount of the funds received
by the Provider for the unfulfilled contracted services. The TDC/County and Provider
agree to attempt to resolve such exceptions/repayments in good faith.
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8. TERMINATION: Either party shall have the right to cancel this Agreement
at its sole discretion with or without cause upon one hundred and twenty (120) days
prior written notice to the other party. PROVIDER shall deliver to the COUNTY all
papers, equipment and other material related to the work performed under this contract
upon termination thereof.
9. DISCLOSURE OF INTERESTS: The PROVIDER agrees that it has
provided to the County prior to the execution of this Agreement written disclosure of
any existing financial interest in the business of its suppliers or providers utilized in
fulfillment of this Agreement, and shall disclose said interests as they may arise from
time to time. Thirty days prior to contracting of any service of contracting the
PROVIDER shall provide to County a copy of any contract with any entity to perform
services which utilize, connect with, or derive from the services and information retrieval
required under this agreement. The PROVIDER shall be required to list any or all
potential conflicts or interest, as defined by Florida Statute 112 and Monroe County
Code and shall disclose to the COUNTY and TDC 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 and TDC.
10. LAWS AND REGULATIONS: 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.
11. TAXES: The COUNTY and TDC are exempt from Federal Excise and
State of Florida Sales Tax. The COUNTY is not responsible for any taxes incurred by
PROVIDER.
12. FINANCE CHARGES: The COUNTY and TDC will not be responsible for
any finance charges.
13. FORCE MAJEURE: 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
subcontractors or suppliers, including labor dispute, strike, labor shortage, war or act of
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 PROVIDER has exercised reasonable care in the prevention
thereof, and any such delay or failure shall not constitute a breach of this Agreement.
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14. ASSIGNMENT: The PROVIDER shall not assign, transfer, convey, sublet
or otherwise dispose of this contract, or of any or all of its rights, title or interest therein
or information generated or collected in the performance of this agreement (other than
responses to public information requests from any person or entity whether in or out of
state), without prior written consent of the COUNTY and TDC.
15. COMPLIANCE WITH LAWS-NONDISCRIMINATION: The PROVIDER
shall comply with all international, federal, state and local laws and ordinances
applicable to the work or payment for work thereof, and shall not discriminate on the
grounds of race, color, religion, sex, age, or national origin in the performance of work
under this Agreement. This Agreement shall be subject to all international, federal,
state, and local laws and ordinances.
16. 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.
*
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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-V 1 , 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.
17. GOVERNING LAWNENUE: This Agreement shall be governed and
construed by and in accordance with the laws of the State of Florida and constitutes the
entire agreement between the COUNTY and PROVIDER. Venue for any dispute shall
be in Monroe County.
18. ENTIRE AGREEMENT AMENDMENT: 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 to this Agreement shall be in writing recommended by the TDC and
approved by the COUNTY and signed by both parties.
19. PROPERTY RIGHTS: The COUNTY shall own all equipment and
materials supplied for the Visitor Information Services program including computer
hardware and software. For the purposes of the public records act, all data entered into
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the Monroe County Tourist Development Council's computer network system shall be
COUNTY material.
20. SEVERABILITY: If any provisions of this Agreement shall be held by a
Court of competent jurisdiction to be invalid or unenforceable, the remainder of this
agreement, 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 Agreement
shall be valid and enforceable to the fullest extent permitted by law.
21. AUTHORITY: Each of the signatories for the PROVIDER below certifies
and warrants that:
a) The PROVIDER's name in the agreement is the full name as designated in its
corporate charter, and b) they are empowered to act and contract for the contractor and
c) this agreement has been approved by the PROVIDER's Board of Directors.
22. ETHICS CLAUSE: PROVIDER warrants that he/it has not employed
retained or otherwise had act on his/its behalf any former COUNTY office or employee
in violation of Section 2 or Ordinance No. 10-1990 or any COUNTY officer or employee
in violation of Section 3 of Ordinance NO.1 0-1990. For breach or violation of the
provision the COUNTY may, at its discretion terminate this contract without liability and
may also, at 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 or present COUNTY officer or employee.
23. 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 bid 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 list.
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IN WITNESS WHEREOF, the parties hereto have executed this agreement the
day and year first above written
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~~~fV4ny L. Kolhage, Clerk
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Deputy C k a
(CORPORATE SEAL)
Attest:
Board Of County Commissioners
of Mom County
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Mayor/Chairman
By: L)Jh2//?L.
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President
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l\Iay I have your...
Name
Company
Address
Zip Code
EXHIBIT A
TIS SOFTIV ARE PROGRAl\'1
Part I "Travel Agent Request"
Ad Source (Customized for each district)
How Many Packets would you like?
Information on other Districts
1. Key West
2. Lower Keys
3. Maratho.n
4. Islamorada
5. Key Largo
6. All Keys
7. End
What Number they dialed to reach us? (Customized for each District)
**** END OF SCREEN****
'''''''''
Part II "'Carr"
May I have your...
Name
Company
Address
Zip Code
Ad Source (Customized for each district)
What Idnds of information did caller request?
1. Hotels/Motels 10. Sailing
2. B&Breakfast/Guesthouses 11. Boat Rentals
3. Vacation Rentals 12. Attractions
4. Campgrounds/RV Parks 13. Restaurants
5. Deep Sea Ashing 14. Weddings
6. Back Country Fishing 15. Relocation
7. Dlvfng 16. Coupon Book
8. Snorkeling 17. End
9. Marinas
Information 'on other Districts? .
1. Key West
2. Lower Keys
3. Marathon
4. Islamorada
S. Key largo,
6. All Keys
7. End
How many people travelling?
What Month are they travelling?
1)Jan 2)Feb3)March 4)April
7)July 8)Aug 9)Sept
13)Undecided !
What number did you dial to reach us? (Customized for each district)
5)May
10)Oct
6)June
11)Nov
12)DeC
Ho~ will you be tnwelllng to the KeyS?
1. Commerdal Airline 2. Private Plane
4. Tour Bus 5. RV
7. Cruise Ship 8. Ay/Drive
3.
6.
9.
Automobile
pl1vate Boat
Undecided
**** End of Screen****
2
A..-a.l'" .LA.... 'Vl\"''''' .1'A........
1\'lay I have your...
Name
Company
Address
Zip Code
'Vbat kinds of information did caller request?
10. HotelslMotels
11. B&Breakfast/Guesthouses
12 . Vacation Rentals
13. CampgroundsIRV Parks
14. Deep Sea Fishing
15. Back Country Fishing
16. Diving
17. Snorkeling
18. Marinas
Information on other Districts
8. Key West
9. Lower Keys
10. Marathon
11. Islarnorada
12. 'Key Largo
13. All Keys
14. End
10. Sailing
11. Boat Rentals
12. Attractions
13. Restaurants
14. Weddings
15. Relocation
16. C?upon Book
17. End
What Number they dialed to reach us? (Customized for each District)
**** End of Screen..**
3
NAME
ADDRESS
ZIP CODE
'Vhat kinds of information did caller request?
19. HotelsIM:otels 10. Sailing
20. B&,Breakfast/Guesthouses 11. Boat Rentals
21. Vacation Rentals 12. Attractions
22. CampgroundsIRV Parks 13. Restaurants
23. Deep Sea Fishing 14. Weddings
24. Back Country Fishing 15. Relocation
25. Diving 16. Coupon Book
26. ,Snorkeling 17. End
27. Marinas
.... End of Screen"'..
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