Item D12BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: OCTOBER 15, 2008
Bulk Item: Yes X No
Division: TDC
Department:
Staff Contact Person/Phone #: Maxine Pacini
296-1552
AGENDA ITEM WORDING:
Approval of an Amendment to Agreement with Smith Travel Research, Inc. to extend Agreement and
revise reports and compensation requirements.
ITEM BACKGROUND:
TDC approved same at their meeting of September 23, 2008
PREVIOUS RELEVANT BOCC ACTION:
BOCC approved original Agreement at their meeting of December 14, 2004
BOCC approved Amendment to Agreement at their meeting of March 16, 2005
CONTRACT/AGREEMENT CHANGES:
Amendment to Agreement
STAFF RECOMMENDATIONS:
Approval
TOTAL COST: $8 904 BUDGETED: Yes X No
COST TO COUNTY: $8,904 SOURCE OF FUNDS: TDC
REVENUE PRODUCING: Yes X No AMOUNT PER MONTH Year
PJCL
APPROVED BY: County Atty X OMB/Purchasing X Risk Management X
DOCUMENTATION: Included X Not Required
DISPOSITION:
Revised 11/06
AGENDA ITEM #
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract With: Smith Travel Research, Inc.
Contract #
TDC #:
Effective Date:
1/1/09
Expiration Date:
12/31/2010
Contract Purpose/Description:
Approval of an Amendment to Agreement with Smith Travel Research, Inc. to extend
Agreement and revise reports and compensation
requirements.
Contract Manager: Maxine Pacini
3523
TDC # 3
(Name)
(Ext.)
(Department/Stop #)
for BOCC meeting on 10/15/08
Agenda Deadline
9/30/08
CONTRACT COSTS
Total Dollar Value of Contract: $ 8,904 Current Year Portion: $ /
Budgeted? Yes® No ❑ Account Codes: 116-76065-530340-TG-96-250-X-530340
Grant: $
County Match:
Estimated Ongoing Costs: $_
(Not included in dollar value above
ADDITIONAL COSTS
/yr For:
CONTRACT REVIEW
Changes
�t! Needed
Division Director �Yes[:] Noa
Risk Management Yes[:] N
O.N%./Purchasing > Yes❑ No
etc.
Date Out
w'. �►
ON
1190 1
010OW /
County Attorney 1�yl Yes❑ Hall
I Comments:
OMB Form Revised 2/27/01 MCP #2
2nd AMENDMENT TO AGREEMENT
This AMENDMENT TO AGREEMENT is made effective this the day
of , 2008 by and between SMITH TRAVEL RESEARCH, INC., 735 East
Main Street, Hendersonville, Tennessee 37075 (hereinafter referred to as "STR"),
and MONROE COUNTY BOARD OF COUNTY COMMISSIONERS (BOCC), on
behalf of the Monroe County Tourist Development Council, 1201 White Street,
Suite 102, Key West, Florida 33040, (hereinafter referred to as "Client").
WHEREAS, there was an Agreement entered into on December 14, 2004,
between the parties, awarding $5,700 per year to Smith Travel Research to develop
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, there was an Amendment to Agreement on March 16, 2005 to
revise the Agreement and Exhibit A to allow for an enhancement of the weekly
DaySTAR to include a separate District I report, and allow for additional
compensation for cost of producing the enhanced report; and
WHERAS, Client has the option to extend this agreement for one (1)
additional 24-month period; and
WHEREAS, Client has revised the format only of Exhibit "A" (Attached
hereto); and
WHEREAS, Client also desires to increase participation in the local market
report program via the addition of the monthly Key Largo Trend Report (Exhibit "B")
to Clients agreement (Attached -hereto), and
WHEREAS, this Amendment to Agreement outlines the obligations and
responsibilities of the respective parties participating in the local market report
program; now therefore
In consideration of the following mutual covenants, STR and Client agree as
follows:
1. DURATION. Client shall participate in the local market report program for a
period of twenty-four (24) months, commencing January 1, 2009 (November data),
and ending on December 31, 2010. (October data).
2. REPORTS. As consideration for the PAYMENT described below and
Client's participation in the local market report program, Client shall receive a set of
twelve (12) monthly reports and fifty two (52) weekly reports prepared by STR. The
2nd Amendment
Smith Travel Research
first set of weekly reports shall be issued to Client on or about January 7, 2009, and
subsequent reports will be forwarded thereafter to Client on or about Wednesday of
each week. The first set of monthly reports shall be issued to Client on or about
January 28, 2009, and subsequent reports will be forwarded thereafter to Client on
or about the last week of each month. The reports forwarded to Client shall include
the type of market and market segment information contained in the sample reports
attached as Exhibit "A" (Lodging Outlook Survey), and Exhibit "B" (Key Largo
Monthly Trend Report) which is fully incorporated to this Agreement by this
reference.
3. PAYMENT. As consideration for participating in the Local Market Report
program, BOCC agrees to pay STR for the first year of this agreement (January 1,
2009 through December 31, 2009) the total annual sum of eight thousand, nine
hundred and four dollars ($8,904.00), with seven hundred forty two dollars
($742.00) payable per month, within ten (10) days after the last day of the month for
which payment is due, and thereafter the amount may be adjusted using the CPI-U
for all items less food and energy. Client shall also provide STR with three (3)
copies of each edition of Client's local market report, newsletter, publication (if any)
in which the STR data (defined below) is printed as they are published, produced
and/or disseminated. Payments for subsequent years of this agreement shall be
agreed upon by both BOCC and STR.
4. PUBLICATION FORMAT. If the local market report data is published or re-
printed by Client in a newsletter or other such periodic report that is primarily based
on STR data, Client must inform STR of their intent to so incorporate such
information or data and allow STR, at STR's election, to be cited as the source of
such information or data. The citation of STR as the source of such data and
information may include mention of STR in the masthead and/or title of the
publication in - .such _a w. ay .as.. to clearly, indicate.. that the . newsletter or repor-t..is_a._
"joint publication of Client and Smith Travel Research, Inc.", "published in
cooperation with Smith Travel Research, Inc." or any other suitable joint recognition
requested by STR. In addition, the masthead or title must be approved by STR
prior to the initial publication of such newsletter, report, or publication. Any
modifications to the masthead and/or title after STR has approved the format of the
same, unless re -approved by STR, shall be considered a breach of this Agreement
and allow STR to terminate this Agreement immediately in accordance with the
other provisions set forth below.
If STR determines or otherwise agrees that the local market report data is merely a
small part of the information regularly presented in Client's newsletter or periodic
report (i.e., in addition to other topics of discussion such as member issues and
industry news), after inquiry and disclosure by Client, STR may opt to instruct Client
not to include the aforementioned joint recognition of STR and Client in the
masthead and/or title.
2"d Amendment
Smith Travel Research
2
ANY AND ALL REFERENCES TO OR INCLUSION OF STR'S LOCAL MARKET
REPORT DATA IN ANY AND ALL TEXT, TABLES, GRAPHS, CHARTS, ETC.,
MUST BE CLEARLY ATTRIBUTED TO STR AS THE SOURCE OF THE DATA
WHEREVER IT APPEARS AND IN WHATEVER FORM IT APPEARS. STR
RESERVES THE RIGHT TO WITHHOLD MONTHLY LOCAL MARKET REPORT
DATA IF CLIENT'S PUBLICATION OF THE STR DATA DOES NOT CONFORM
TO THE PROVISIONS OF THIS AGREEMENT.
FURTHERMORE, IF STR DETERMINES THAT CLIENT HAS INTENTIONALLY
OR REPEATEDLY FAILED TO CITE STR AS THE SOURCE OF THE DATA OR
INFORMATION INCLUDED IN ANY CLIENT PUBLICATION, STR SHALL HAVE
THE FURTHER RIGHT(S) TO DO SUCH THINGS AS: IMMEDIATELY
TERMINATE THIS AGREEMENT, PROHIBIT CLIENT FROM FURTHER
REPRODUCTION OR USE OF THE STR DATA OR INFORMATION, OR BRING A
CAUSE OF ACTION AGAINST CLIENT FOR INFRINGEMENT OF STR'S
COPYRIGHTS.
IF STR EXCUSES ANY FAILURE BY CLIENT TO CITE STR AS THE SOURCE
OF THE DATA AND INFORMATION ATTRIBUTABLE TO STR, AND STR
THEREFORE WAIVES A RIGHT OF ACTION AGAINST CLIENT, SUCH WAIVER
OR ACQUIESCENCE SHALL NOT BE CONSTRUED AS A WAIVER OF EACH
OR ANY SUBSEQUENT RIGHT OF ACTION, OCCURRENCE OR BREACH BY
CLIENT.
5. DEFAULT. In the event that BOCC shall not make payment when due,
STR shall be under no obligation to provide monthly 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}
prove a owever, that STR shall have the right to declare due and payable all
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 Client, in addition to all other
amounts due, the costs of collection, including reasonable attorney's fees, incurred
in the collection of 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, will be, and shall remain
STR's exclusive property and proprietary information. Neither BOCC nor client shall
license or sublicense, or in any way lay claim, in copyright or otherwise, to any of
STR's data or information for any reason, nor shall BOCC or Client enable any
third party to do any of the same. 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 copyright laws. STR
2"d Amendment
Smith Travel Research
3
has the right to authorize and assign publication rights of the local market report
data under this Agreement to other subscribers of the local market 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 119.
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.
Client shall credit STR as the source of the data in each publication using local
market report data with the following notation:
SOURCE: COPYRIGHT 2009. SMITH TRAVEL RESEARCH,
ALL RIGHTS RESERVED
Such notation shall conspicuously appear immediately below or in conjunction with
any and all graphs, charts, tables, etc. derived by Client from STR's data, and all
such graphs, charts, tables, etc. shall become the property of STR, because of
Client's derivation of STR's data. However, STR shall not be liable for, and shall be
indemnified by Client from, any and all liability due to Client's improper or
inaccurate derivation of the STR data. Documents and reports which have been
produced on paper and have become public records in the Client's custody shall be
retained by Client. The production under Section 119.07, F.S. is for informational
purposes only and not for commercial release. The County has no policy allowing
commercial use of the Client's public records other than those specifically
developed for commercial use by the Client. Upon termination of this Agreement
for any reason, or, with respect to any particular data, on such earlier date that such
data will be no longer required by Client in order to perform under this Agreement,
such data will be either erased from the data files maintained by Client or, if STR
so elects, Client, shall return.the_.data_to STR. Aay_such erasures of--STR's data will -
be verified and confirmed in writing by Client. Documents and reports which have
been produced on paper and have become public records in the Client's custody
shall be retained by Client.
8. CLIENT'S USE OF THE STR DATA. Client is authorized to use STR
data, results and/or the local market reports in the operation of its business. The
initial Historical TREND data (if any) supplied by STR to Client is confidential and
proprietary information, and the Client shall not disclose the Historical TREND data
to any person or entity not authorized in writing to receive such information.
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 local market report. Client expressly agrees and
understands that the data contained in any and all STR reports is of extraordinary
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
Zd Amendment
Smith Travel Research
El
conspicuously referenced as the projection or forecast of the Client and not STR so
that all associated liability rests on Client and not STR.
To the extent Client desires to disclose any of STR's data or confidential or
proprietary information, for any purpose, to anyone or any entity outside of Client's
own internal business operations, Client agrees to protect the secrecy,
confidentiality, and proprietary nature of STR's data and information by: (i) first
informing STR in writing of the identity of the intended recipient of the disclosure,
AND specifying the purpose of the disclosure, in order to provide STR with an
opportunity to refuse authorization of such intended disclosure; (ii) requiring the
intended recipient to sign a suitable confidentiality agreement between Client and
the recipient protecting STR's data and information; and, (iii) delivering a copy of
the signed confidentiality agreement to STR.
Prior to using local market report data in its publications, advertising or marketing
efforts, Client shall provide STR with a copy of the proposed publication masthead,
advertisement, or marketing plan to the extent STR believes necessary to protect
the integrity of STR's product. STR has the right to amend or change the masthead,
advertisement, marketing plan or other materials to the extent STR believes
necessary to give proper attribution to STR, or to protect the integrity and secrecy
of STR's data and information. If STR determines that its data, results, and/or the
local market report(s) have been misstated, misquoted, used in any manner as to
be misleading, or in any way reflect negatively upon STR's product, STR shall have
the absolute right to revoke its authorization for client to use such data, results,
and/or the local market report.
9. DISCLAIMER. Client acknowledges the local market reports are
generated from information_ received__throggh._independ.ent_sun ays and research___66- i sources considered reliable in the hotel and motel industry. STR will use its
best efforts to insure the information contained in the local market 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
LOCAL MARKET 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 LOCAL MARKET
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.
2nd Amendment
Smith Travel Research
10. LIMITATION OF STR LIABILITY. The parties further agree that in no event
shall STR's total liability relating to STR's performance under this agreement, or any
report or data provided to Client by STR, exceed 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 representations agreements or
understandings either oral or written, other than those set forth in this Agreement.
Any modification to this Agreement shall be in writing signed by both parties. This
Agreement supersedes any prior agreements between the parties concerning the
subject matter, whether oral or written.
12. CHOICE OF LAW. This Agreement shall be construed under the laws of the
State of Florida. The parties further agree that the Court of Competent Jurisdiction
be the United States District Court for the Southern District of Florida, or Courts of
the 16th Circuit of the State of Florida.
The parties to this agreement sign below, intending to create a legally binding,
agreement.
13. INDEMNIFICATION. Smith Travel Research 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 the negligence, errors, or other wrongful act or omission of Smith
Travel Research or its employees, or agents.
14. 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 STR, 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.
15. ETHICS CLAUSE. STR 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 subSTRs.
2nd Amendment
Smith Travel Research
9
16. DOCUMENTATION PERTAINING TO AGREEMENT. STR shall maintain all
books, records, and documents directly pertinent to performance under this
Agreement in accordance with generally accepted accounting principles
consistently applied. 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 STR
pursuant to this Agreement were spent for purposes not authorized by this
Agreement, the STR shall repay the monies together with interest calculated
pursuant to Sec. 55.03, FS, running from the date the monies were paid to STR.
17. GOVERNING LAW, VENUE, INTERPRETATION, COSTS AND FEES This
Agreement shall be governed by and construed in accordance with the laws of the
State of Florida applicable to contracts made and to be performed entirely in the
State. In the event that any cause of action or administrative proceeding is
instituted for the enforcement or interpretation of this Agreement, the County and
STR agree that venue will lie in the appropriate court or before the appropriate
administrative body in Monroe County, Florida. The County 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 of any other administrative or legal proceeding.
18. 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 Ac,�reement. �l�a1l be valid_and_shall . be enforceableto 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 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.
19. ATTORNEY'S FEES AND COSTS. The County 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, courts costs, investigative, and out-of-
pocket expenses in appellate proceedings. Mediation proceedings initiated and
conducted pursuant to this Agreement shall be in accordance with the Florida Rules
of Civil Procedure and usual and customary procedures required by the circuit court
of Monroe County.
2"d Amendment
Smith Travel Research
7
20. BINDING EFFECT. The terms, covenants, conditions, and provisions of this
Agreement shall bind and inure to the benefit of the County and STR and their
respective legal representatives, successors, and assigns.
21. 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.
22. ADJUDICATION OF DISPUTES AND DISAGREEMENTS. County and STR
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 no
resolution can be agreed upon within 30 days after the first meet and confer
session, the issue or issues shall be discussed at a public meeting of the Board of
County Commissioners. If the issue or issues are still not resolved to the
satisfaction of the parties, then any party shall have the right to seek such relief or
remedy as may be provided by this Agreement or by Florida 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, County and STR agree to participate, to the extent
required by the other party, 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 STR specifically agree that no party to
this Agreement shall be required to enter into any arbitration proceedings related to
this Agreement.
24. NONDISCRIMINATION. County and STR agree that there will be no
discriminaWn against any .p-etson, . 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 VI 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
2"d Amendment
Smith Travel Research
0
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 patent
records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s, 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, 1201 Note), as maybe
amended from time to time, relating to nondiscrimination on the basis of disability;
10) Monroe County Code Ch, 13, Art, VI, prohibiting discrimination on the bases
of race, color, sex, religion, disability, national origin, ancestry, sexual orientation,
gender identity or expression, familial status or age; and 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 he provisions of Sec,
286.28, Florida Statutes, the participation of the County and the STR 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, nor shall any
contract entered into by the County 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' 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,
2.7... .EGAL_ ORI InATIONS_AND RESRONSt8tL TIES-- This --Agreement is riet
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 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 the County and the STR agree that neither the
County nor the STR 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
2nd Amendment
Smith Travel Research
P
Vl 44 VV VJ • JVr 1 y • as
Agreement separate and apart, inferior to, or superior to the community in general
or for the purposes contemplated in this Agreement.
29. 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.
(SEAL)
Attest: Danny L. Kolhage, Clerk
Deputy Clerk
(CORPORATE SEAL)
Attest:
By.
Secretary
Print Name
OR TWO WITNESSES
(1)
(1)
Print Name
Vd Amendment
Smith Travel Research
Board of County Commissioners
of Monroe County
Mayor/Chairman
Smith Travel Research, Inc.
By4V���
Presi
Tint Name
10
(2)
Print Name
MONROE COUNTY ATTORNEY
A,RPROVED AS TO 5ORM: i
YNTHiA L. HALL —
ASSISTANT COUNTY ATTORNEY
Date 9 - it — a 0a18
t2�
f Q
N N
t�pp QQ
0
r
m M �i
ri
1
1
V K
� a
o.
m
N
N N m
m O
N aD,
�2 � �
N
H
1O
rnr�i
o.
mH
allovFn'
�`$o
HY�1 � 7G
N Q
Q
aD
M
NO�
O
M O>
m
ao r m
x 73
IWI^
7G
W
N
Q N
N O S
m N
Q N-
y Oi
V
Q OI
Q N
Q
(OV Cx a
K
h
co r kq
a
Q r
O a r
m N
m N
4 ao
ri ri
ui r
ao
r
p
N
T ci
M M'
Q n m
N
OO
ti 0
Q N
O N
Q O
N^
r
OI N
M r
N N
N
N
Q
M OI M
OI
N (n
uuN��
pNp ��pp
pO
W
�2 N
O
O) M
m aD m
N N
0 0
x
U N.
O� O
10
�
N
� 0i
� 3
m9
g� V
a
c
» m m N m
w m
,o
o3 v
E
m a'i m m m o ._
o o
Y LL d Y Y Y Y Y
ry LL Li
m m m
O p) (p -I O 1V T 19 m O
a
s
s
s
s
c
m
m
l0
V
IL
O
pq
AMENDMENT TO AGREEMENT
A�/
/THIS ADDENDUM to agreement is made and entered into this �� day of
ck 2005, between the County of Monroe and Smith Travel Research, Inc.
WHEREAS, there was a contract entered into on December 14, 2004, between
the parties, awarding $5,700 per year to Smith Travel Research to develop 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, it has become necessary to revise the contract, and Exhibit A to
allow for an enhancement of the weekly DaySTAR to include a separate District I
report, and allow for additional compensation for cost of producing the enhanced
report;
NOW, THEREFORE, in consideration of the mutual covenants contained herein
the parties agree to the amended agreement as follows:
1. Reports as outlined in Paragraph 2 be amended to read as follows:
2. REPORTS. As consideration for the PAYMENT described below and
Client's participation in the local market report program, Client shall receive a set of
twelve (12) monthly reports and fifty two (52) weekly reports prepared by STR. The
weekly reports should include a separate District l report. The first set of reports shall
be issued to Client on or about January 5, 2004, and subsequent reports will be
forwarded thereafter to Client on or about the first week of each month. The reports
forwarded to Client shall include the type of market and market segment information
contained in the sample reports attached as Exhibit "A" (Lodging Outlook Survey), which
is fully incorporated to this Agreement by this reference.
2. Payment as outlined in Paragraph 3 be amended to read as follows:
3. PAYMENT. As consideration for participating in the Local Market Report
program, BOCC agrees to pay STR for the first year of this agreement (January 1, 2005
through December 31, 2005) the total annual sum of six thousand, nine hundred dollars
($6, 900.00), with five hundred seventy five dollars ($575.00) payable per month, within
ten (10) days after the last day of the month for which payment is due, and thereafter
the amount shall be adjusted for CPI. Client shall also provide STR with three (3)
copies of each edition of Client's local market report, newsletter, publication (if any) in
which the STR data (defined below) is printed as they are published, produced and/or
disseminated. Payments for subsequent years of this agreement shall be agreed upon
by both BOCC and STR.
Aniendment to Smith Travel Research Agreement
1 The remaining provisions of the contract dated December 14, 2004,
remain in full force and effect.
IN WITNESS WHEREOF, the parties have set their hands and seal on the day
and year first above written.
Smith Travel Research, Inc.
Presi
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
DeI56ty Clerk
Amendment to Smith Travel Research Agreement
2
BOARD OF COUNTY
COMMISSIONERS OF
MONROE COUNTY, FLORIDA
Mayor/Chairman
Z�t xf-,e f�' Spe�l�aT-
w,,,,)NROE COUNTY ATTORNEY
ED AST F M.
ZANNE A. TTON
ASSISTANT NT 0 T ORNEY
3 �
CD :,n
C>r
rn;x -C
onr-
co
D W
EXHIBIT A
2
C.
0
LOCAL MARKET REPORT AGREEMENT
This AGREEMENT is made effective this the day of LIL 2004 by and between
SMITH TRAVEL RESEARCH, INC., 735 East Main Street, Hendersonville, Tennessee 37075
(hereinafter referred to as "STR"), and MONROE COUNTY BOARD OF COUNTY
COMMISSIONERS (BOCC), on behalf of the Monroe County Tourist Development Council, 1201
White Street, Suite 102, Key West, Florida 33040, (hereinafter referred to as "Client").
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, Client desires to become a participant in the local market report program; and
WHEREAS, Client desires to becomes a participant In the local market report program by
entering into this Agreement; and
WHEREAS, this Agreement outlines the obligations and responsibilities of the respective
parties participating in the local market report program; now therefore
In consideration of the following mutual covenants, STR and Client agree as follows:
1 •DURATION, Client' shall participate In the local market report program for a period of
thirty-six (36) months, commencing J*Koajf*,. (November data), and ending on ,
200 (October data). BOCC has the option to extend this agreement for or* -
rrtr peftd, and can do so by providing 60 days prior written notice to STR.
2. REPORTS. As consideration for the PAYMENT described below and Client's
Participation in the local market report program, Client shall receive a set of twelve (12) monthly
reports and : (So waftiM l rOR. The first set of reports shall be issued to
Client on or about January 5, 2004, and subsequent reports will be forwarded thereafter to Client on
or about the first week of each month. The reports forwarded to Client shall include the type of
(ark Odin market
etsegment information contained in the sample reports attached as Exhibit "A"
ey),which is fully incorporated to this Agreement by this reference.
3. PA)MENT• As consideration for Participating in the Local Market Report program,
BOCC agrees to pay STR for the first year of this agreement (January 1, 2005 through December
31, 2005) the total annual sum of five thousand seven hundred dollars ($5,700.00), with folic
tilt+ t , within ten (10) days after the last day of
the month for which payment is due, and thereafter the amount shall be adjusted for CPI. Client
shall also provide STR with three (3) copies of each edition of Client's local market report,
newsletter, publication (if any) In which the STR data (defined below) Is Printed as they are
published, Produced and/or disseminated. Payments for subsequent years of this agreement shall
be agreed upon by both BOCC and STR.
4. PUBLICATION FORMAT. If the local market report data is published or re -printed by
Client in a newsletter or other such periodic report that is primarily based on STR data, Client must
Inform STR of their intent to so incorporate such Information or data and allow STIR, at STR's
election, to be cited as the source of such information or data. The citation of STR as the source of
such data and Information may Include mention of STR in the masthead and/or title of the
publication in such a way as to dearly indicate that the newsletter or report is a "Joint publication of
Client and Smith Travel Research, Inc.", "published in cooperation with Smith Travel Research,
Inc." or any other suitable joint recognition requested by STR. In addition, the masthead or title
Smith Travel Research Agreement 2004
must be approved by STR prior to the initial publication of such newsletter, report, or publication.
Any modifications to the masthead and/or title after STR has approved the format of the same,
unless re -approved by STR, shall be considered a breach of this Agreement and allow STR to
terminate this Agreement immediately in accordance with the other provisions set forth below.
If STR determines or otherwise agrees that the local market report data is merely a small part of the
information regularly presented in Client's newsletter or periodic report (i.e., in addition to other
topics of discussion such as member issues and industry news), after inquiry and disclosure by
Client, STR may opt to instruct Client not to include the aforementioned joint recognition of STR and
Client in the masthead and/or title.
ANY AND ALL REFERENCES TO OR INCLUSION OF STR'S LOCAL MARKET REPORT DATA IN
ANY AND ALL TEXT, TABLES, GRAPHS, CHARTS, ETC., MUST BE CLEARLY ATTRIBUTED TO
STR AS THE SOURCE OF THE DATA WHEREVER IT APPEARS AND IN WHATEVER FORM IT
APPEARS. STR RESERVES THE RIGHT TO WITHHOLD MONTHLY LOCAL MARKET REPORT
DATA IF CLIENTS PUBLICATION OF THE STR DATA DOES NOT CONFORM TO THE
PROVISIONS OF THIS AGREEMENT.
FURTHERMORE, IF STR DETERMINES THAT CLIENT HAS INTENTIONALLY OR REPEATEDLY
FAILED TO CITE STR AS THE SOURCE OF THE DATA OR INFORMATION INCLUDED IN ANY
CLIENT PUBLICATION, STR SHALL HAVE THE FURTHER RIGHT(S) TO DO SUCH THINGS AS:
IMMEDIATELY TERMINATE THIS AGREEMENT, PROHIBIT CLIENT FROM FURTHER
REPRODUCTION OR USE OF THE STR DATA OR INFORMATION, OR BRING A CAUSE OF
ACTION AGAINST CLIENT FOR INFRINGEMENT OF STR'S COPYRIGHTS.
IF STR EXCUSES ANY FAILURE BY CLIENT TO CITE STR AS THE SOURCE OF THE DATA
AND INFORMATION ATTRIBUTABLE TO STR, AND STR THEREFORE WAIVES A RIGHT OF
ACTION AGAINST CLIENT, SUCH WAIVER OR ACQUIESCENCE SHALL NOT BE CONSTRUED
AS A WAIVER OF EACH OR ANY SUBSEQUENT RIGHT OF ACTION, OCCURRENCE OR
BREACH BY CLIENT.
5. DEFAULT, in the event that BOCC shall not make payment when due, STR shall be
under no obligation to provide monthly 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 STR shall have the right to declare due and payable
all 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 Client, in addition to all other amounts due, the costs of
collection, including reasonable attorneys fees, incurred in the collection of amounts due under the
terms of this Agreement.
i. SUSPENSION, if in the sole opinion of STR there is not sufficient
continued parflapation by major lodging properties and/or chains to provide meaningful information
to its Clients, STR shall have the option to discontinue the program and terminate this Agreement.
Client may terminate this agreement with 30-day advance written notification. in the event of such
discontinuance by STR or Client, STR shall refund any amounts previously paid by Client for a
period for which reports have not been received.
$. OWNERSHIP OF THE DATA. Ail of STR's data, without regard to the form or content of
the report in which it is incorporated, Is, will be, and shall remain STR's exclusive property and
proprietary information. Neither BOCC nor client shall license or sublicense, or in any way lay claim,
In copyright or otherwise, to any of STR's data or information for any reason, nor shalt BOCC or
Smith Travel Research Agreement 2004
Client enable any third party to do any of the same. 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 copyright laws. STR has the right to authorize and assign
publication rights of the local market report data under this Agreement to other subscribers of the
local market 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 119. 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.
Client shall credit STR as the source of the data in each publication using local market report data
with the following notation:
SOURCE: COPYRIGHT 2005. SMITH TRAVEL RESEARCH,
ALL RIGHTS RESERVED
Such notation shall conspicuously wear immediately below or in conjunction with any and all
graphs, charts, tables, etc. derived by Client from STR's data, and all such graphs, charts, tables,
etc. shall become the property of STR, because of Client's derivation of STR's data. However, STR
shall riot be liable for, and shall be indemnified by Client from, any and all liability due to Clients
improper or inaccurate derivation of the STR data. Documents and reports which have been
produced on paper and have become public records in the Client's custody shall be retained by
Client. The production under Section 119.07, F.S. is for informational purposes only and not for
commercial release. The County has no pollcy allowing commercial use of the Client's public
records other than those specifically developed for commercial use by the Client Upon termination
of this Agreement for any reason, or, with respect to any particular data, on such earlier date that
such data will be no longer required by Client in order to perform under this Agreement, such data
will be either erased from the data files maintained by Client or, if STR so elects, Client shall return
the data to STR. Any such erasure of STR's data will be verified and confirmed in writing by Client
Documents and reports which have been produced on paper and have become public records in the
Client's custody shall be retalned by Client.
9. CLIENT'S USES 3TR DATA. Client is authorized to use STR data, results and/or
the local market repots In the operation of its business. The initial Historical TREND data (if any)
supplied by STR to Client is confidential and proprietary Information, and the Client shall not
disclose the Historical TREND data to any person or entity not authorized in writing to receive such
information.
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 local market
report. Client expressly agrees and understands that the data contained in any and all STR reports
is of extraordinary value to STR. Furthermore, any and all forecasts and/or projections provided by
Client and included with any data belonging to STR shall be dearly and conspicuously referenced
as the projection or forecast of the Client and not STR so that all associated liability rests on Client
and not STR.
To the extent Client desires to disclose any of STR's data or confidential or proprietary information,
for any purpose, to anyone or any entity outside of Client's own internal business operations, Client
agrees to protect the secrecy, confidentiality, and proprietary nature of STR's data and information
by: 01 first informing STR in writing of the identity of the Intended recipient of the disclosure, AND
specifying the purpose of the disclosure, in order to provide STR with an opportunity to refuse
authorization of such Intended disclosure; (iQ requiring the intended recipient to sign a suitable
confidentiality agreement between Client and the recipient protecting STR's data and information;
and, QIQ delivering a copy of the signed confidentiality agreement to STR.
Smith Travel Research Agreement 2004
Prior to using local market report data in its publications, advertising or marketing efforts, Client
shall provide STR with a copy of the proposed publication masthead, advertisement, or marketing
plan to the extent STR believes necessary to protect the integrity of STR's product. STR has the
right to amend or change the masthead, advertisement, marketing plan or other materials to the
extent STR believes necessary to give proper attribution to STR, or to protect the integrity and
secrecy of STR's data and information. If STR determines that its data, results, and/or the local
market report(s) have been misstated, misquoted, used in any manner as to be misleading, or in
any way reflect negatively upon STR's product, STR shall have the absolute right to revoke its
authorization for client to use such data, results, and/or the local market report.
10. DISCLAIMER. Client acknowledges the local market 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
local market 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 LOCAL
MARKET 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 LOCAL MARKET 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.
11. LIMITATION OF STR LIABILITY. The parties further agree that in no event shall STR's
total liability relating to STR's performance under this agreement, or any report or data provided to
Client by STR, exceed 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.
12. MODIFICATION, This Agreement represents the entire understanding between the parties
and there are no representations. agreements or understandings either oral or written, other than
those set forth in this Agreement. Any modification to this Agreement shall be in writing signed by
both parties.
13. CHOICE OF LAW, This Agreement shall be construed under the laws of the State of
Florida. The parties further agree that the Court of Competent Jurisdiction be the United States
District Court for the Southern District of Florida, or Courts of the 1 Sth Circuit of the State of Florida.
The parties to this agreement sign below, intending to create a legally binding, agreement.
14. INDEMNIFICATION. Smith Travel Research covenants and gees 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 the negligence, errors, or other wrongful act or
omission of Smith Travel Research or its employees, or agents.
15. 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
contrail to provide any goods or services to a public entity, may not submit a bind on a contract with
a pudic entity for the constnx9on or repair of a public building or public work, may not submit bids
on leases of real property to pudic entity, may not be awarded or perform work as a STR, supplier,
subcontractor, or consultant under a contract with any pudic entity, and may not transact business
with any pudic entity in excess of the threshold amount provided in Section 287.017, for
Smith Travel Research Agreement 2004
CATEGORY TWO for a period of 38 months from the date of being placed on the convicted vendor
list.
16. ETHICS CLAUSE STR 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 subcontractor's.
17. DOCUMENTATION PERTAINING TO AGREEl4 OL STR shall maintain all books,
records, and documents directly pertinent to performance under this Agreement in accordance with
generally accepted accounting principles consistently applied. 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 Cleric
determines that monies paid to STR pursuant to this Agreement were spent for purposes not
authorized by this Agreement, the STR shall repay the monies together with interest calculated
pursuant to Sec. 55.03, FS, running from the date the monies were paid to STR.
18. FEM This Agreement
shall be governed by and construed in accordance with the laws of the State of Florida applicable to
contracts made and to be performed entirely in the State. In the event that any cause of action or
administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the
County and STR agree that venue will lie in the appropriate court or before the appropriate
administrative body in Monroe County, Florida. The County 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 of any other administrative or legal
proceeding.
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 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 STR agree to reform the Agreement to replace any stricken provision
with a valid provision that comes as dose as possible to the intent of the stricken provision.
20. ►ATT00fiEY'S FEES AND Q073. The County 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, courts costs, investigative, and out-of-pocket
expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this
Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and
customary procedures required by the circuit court of Monroe County.
21. BINDING EFFECT. The terms, covenants, conditions, and provisions of this Agreement
shall bind and inure to the benefit of the County and STR and their respective legal representatives,
successors, and assigns.
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.
Smith Travel Research Agreement 2004
23. ADJUDICATION OF O!MPUTES ANQ DMAORMENTS, County and STR 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 no resolution can be agreed upon within 30 days
after the first meet and confer session, the issue or issues shall be discussed at a public meeting of
the Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction
of the parties, then any party shall have the right to seek such relief or remedy as may be provided
by this Agreement or by Florida law.
24. 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, County
and STR agree to participate, to the extent required by the other party, 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 STR specifically agree that no party to this
Agreement shall be required to enter into any arbitration proceedings related to this Agreement.
25. NONRMIRIMINATION, 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 Vi 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 patent records; 8) Title ViII of the Civil Rights Act of 1968 (42 USC s. 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. 1201 Note), as maybe amended from time to
time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13, Art.
VI, prohibiting discrimination on the bases of race, color, sex, religion, disability, national origin,
ancestry, sexual orientation, gender identity or expression, familial status or age; and 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.
26. NON-WAWER OF IMMUNITY. Notwithstanding he provisions of Sec. 286.28, Florida
Statutes, the participation of the County and the STR In this Agreement and the acquisition of any
commercial liability insurance coverage, self-insurance coverage, or local goverment liability
Insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability
coverage, nor shall any contract entered into by the County be required to contain any provision for
waiver.
27. PBD,LEGES 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
Smith Travel Research Agreement 2004
performance of such functions and duties of such officers, agents, volunteers, or employees outside
the territorial limits of the County.
28. LEGAL OBUGAT WS 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 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 shalt 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
entiitement to or benefit of any service or program contemplated hereunder, and the County and the
STIR agree that neither the County nor the STIR or any agent, officer, or employee of either shall
have the authority to inform, counsel, or oft"wise 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.
30. SECTION MWINGS,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.
(SEAL) ;
Attest: Danny L. K(ilhage, Cleric
Deputy.00k
WITNESS:
By.
Board of County Commissioners
of Monroe County
:
Smith Travel Research, Inc,
P
MONROE COUNT' ATTORNEY
A ED AS TO F
j
ANNE A. HOTTON
ASSISTANT CO NTY T RNEY
Date— —
Smith Travel Research Agreement 2004
I9
Mgr Wm I 8
e
a
O�aPa W aN a`
W W �
v
I:n
pN�
b �OIO fVif O�+i+aN V��
V + O
x
O 6Sm+O ODaWPOI fNif +�
NN �yt NN
Ob Ot N� NNO P DaN b
C
�• 1
000:. yf IJNI b0+ b
m b X 1 01 � N F a OI
1
I
I
�� :sue
r m
mLSP
�yS 1
�
Mauro$ uaavm� a"
lumulu : oLa Niu��oN 6
i
CI
rx�
u
ov �uuv
N'
v e u m o a m m
v u = a =
K
060.�•L, N.6.66 b
F)yyN 41 +Lf Lf io
ff11((JJ ��ryyJ ppO
N W W IO m O V Ce v V m d V
�9
�NNN..+VNNmNOa (tl
I
9