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Item D03 D3 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE �� i Mayor Holly Merrill Raschein,District 5 The Florida Keys Mayor Pro Tern James K.Scholl,District 3 Craig Cates,District 1 Michelle Lincoln,District 2 ' David Rice,District 4 Board of County Commissioners Meeting January 31, 2024 Agenda Item Number: D3 2023-1938 BULK ITEM: Yes DEPARTMENT: Tourist Development Council TIME APPROXIMATE: STAFF CONTACT: Markham McGill- TDC Director of No. Sales AGENDA ITEM WORDING: Approval of Agreement with Conex Exhibition Services LLC retroactively to October 1, 2023, for exhibitions services for trade show booths for the Tourist Development Council's promotion of the Florida Keys and Key West in the amount of$57,614 for the IMEX America show in Las Vegas,Nevada October 2023 and World Travel Market show in London, UK in November 2023 and approval to waive the County's Purchasing Policy requirement to seek price quotes for these services. ITEM BACKGROUND: The TDC approved this item at their December 19th, 2023 meeting. The TDC sales department has drafted an agreement for the purpose of paying Conex for services they have provided to the TDC for design and build of our trade show booths at IMEX America (in October 2023) and World Travel Market in November 2023. This agreement is retroactively effective to October 1, 2023 and ends on or before April 30, 2024. This item also seeks approval to waive the purchasing policy requirement to seek price quotes for these services. The agreement has been reviewed by the TDC Sales Director and the County Attorney's Office. PREVIOUS RELEVANT BOCC ACTION: The BOCC approved the TDC Marketing Plan which includes participation in certain trade shows, including IMEX and World Travel Market shows. INSURANCE REQUIRED: Yes CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval of Agreement. DOCUMENTATION: 1008 Conex-Tradeshow Booth Build Design FINAL-signed.pdf FINANCIAL IMPACT: Effective Date: 10/1/23 Expiration Date: 4/ 30/24 Budgeted: Yes Sources of Funds: TDC Insurance Required: Yes, Certificate of Insurance to be provided. 1009 AGREEMENT BETWEEN THE MONROE COUNTY AND CONEX EXHIBITION SERVICES LLC THIS AGREEMENT ("Agreement") is made and entered into by and between the Monroe County Board of County Commissioners hereinafter referred to as "COUNTY" and Conex Exhibition Services LLC, hereinafter referred to as "Contractor." County and Contractor are sometimes referred to herein individually as a "Party" and collectively as "the Parties." WHEREAS, the COUNTY and Contractor agree to enter into the agreement to outline the exhibition services that have been or will be provided by the Contractor as set forth in more detail herein; and WHEREAS, the COUNTY hereby waives the requirement under the Monroe County Purchasing Policy to seek price quotes for this contract; NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows: PURPOSE: COUNTY enters into this Agreement for the purpose of engaging Contractor for the design and build for COUNTY' Tourist Development Council (TDC) trade show booths at IMEX America 2023 show and World Travel Market (WTM) 2023 show, as set forth more fully in Exhibit A hereto, Scope of Work. 1. Performance. Contractor shall perform in accordance with the conditions and criteria set forth herein and as set forth in the Scope(s) of Work, which is attached hereto as Exhibit A and is incorporated as an integral part of this Agreement. Contractor shall perform all services in a professional, competent, and timely manner, and in accordance with industry standards and all applicable law, including any applicable privacy law or other restriction governing the collection and reporting of data. a. Performance Measures. COUNTY through the Tourist Development Council and the 3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys (the executive office for the TDC)will evaluate Contractor's performance on: (1)timely progress with duties and deliverables; (2) completion of each deliverable outlined herein; and (3) overall responsiveness to COUNTY through the TDC and Visit Florida Keys' direction and needs to evaluate overall performance. 2. Billing and Payment. Services provided pursuant to this Agreement, shall not exceed the COUNTY's competitive solicitation threshold amount of$150,000.00, COUNTY shall pay Contractor as follows: a. Professional Fees. Fees shall be calculated in accordance with the fee schedule set forth in Exhibit A attached hereto upon Contractor's delivery to COUNTY of a detailed invoice and any additional items specified in Exhibit A. Unless otherwise provided for within the applicable Scope of Work, all fees are payable in arrears. b. Reimbursable Expenses. Expenses incurred on behalf of COUNTY shall not exceed those authorized in the applicable Scope of Work and must be approved by 1 1010 COUNTY as budgeted expenses in advance of incurrence. Unless the applicable Scope of Work contains a specific exception, Contractor must provide third party invoices and proof of performance for all expenses incurred. Failure to comply with the terms of this paragraph may result in COUNTY declining reimbursement of expenses. c. Vendor Travel. Reimbursement for expenses incurred under this Agreement for the sole purpose of travel must be preapproved in writing by COUNTY through the TDC in advance of incurrence and shall be made in accordance with COUNTY's law and policy. d. Invoicing Process. Contractor shall submit all invoices to the TDC along with any required supporting documentation in accordance with the invoicing schedule outlined in Attachment A. The Contractor shall submit invoices with supporting documentation that is acceptable to the Monroe County Office of the Clerk of Court and Comptroller ("County Clerk"). Acceptability to the County Clerk is based on Accepted Accounting Principles and such laws, rules, and regulations as may govern the County Clerk's disbursal of funds. All invoices, bills for fees, costs, reimbursements, or other compensation shall be in a form with sufficient detail to allow COUNTY and County Clerk and other relevant entities to conduct an audit thereof. Invoices are payable within 30 days upon receipt of invoice with proper documentation. Payment will be made in accordance with the Local Government Prompt Payment Act, F.S. 218.70. 3. Term. This Agreement shall be retroactively effective to October 1, 2023, and shall end on or before April 30, 2024. 4. Contingent Liability. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the Monroe County Board of County Commissioners. 5. Termination. a. Notice. This Agreement may be terminated by either Party with seven (7) days' notice delivered in the manner set forth in Section 7 herein upon the material failure of the other Party to perform. Either Party shall have the opportunity to cure within the notice period. This Agreement may be terminated by either Party with sixty (60) days' notice delivered to the other Party in the manner set forth in Section 7 herein for any reason, irrespective of that Party's performance. b. Effect. Upon service of a Notice of Termination by either party as set forth in Section 7 herein, both Parties shall immediately cease activity under this Agreement other than those already paid for or subcontracted for, and neither Party shall incur further liability for fees, expenses, or other costs pursuant to this Agreement beyond the date of the notice of termination. If, at the time of notice pursuant to this section, services have been subcontracted but not yet paid for, both Parties shall make every reasonable effort to mitigate costs. 2 1011 6. Agreement Managers. Monroe County TDC Visit Florida Keys c/o Markham McGill, Director of Sales 1201 White Street, Suite 102 Key West, FL 33040 markham(a-) e�s.com Conex Exhibition Services, LLC c/o Matias Sanchez 12414 Rock Garden Ln Miami, FL 33156 m s a n c h ez(a-)conexgroup.com 7. Notices. All notices pertaining to this Agreement shall be in writing and shall be transmitted either by personal hand delivery, United States Postal Service with return receipt requested, by overnight express delivery, fax, or electronic mail to the other Party's Agreement Manager at the address listed in Section 6. In the event that notices are transmitted via fax or electronic mail, the date of the fax or electronic mail shall be the effective date of the notice. Notice by electronic mail must be given to each electronic mail address listed for a Party's Agreement Manager in Section 6. 8. Public Records. Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other"public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a 3 1012 copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section119.10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292- 3470 BRADLEY-BRIAN(a,MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, KEY WEST, FL 33040. 9. Venue. This Agreement shall be construed under the laws of the State of Florida, and 4 1013 venue for any actions arising out of this Agreement shall be in the appropriate state Court in the 161h Judicial Circuit in and for Monroe County, Florida. Contractor and COUNTY waive any right to a jury trial. 10. Independent Contractor. Contractor, its officers, employees, agents, contractors, subcontractors, and servants shall act in the capacity of an independent contractor and not as an employee of COUNTY in the performance of the tasks and duties which are the subject of this Agreement. No statement in this Agreement shall be construed to make Contractor, its officers, employees, agents, contractors, subcontractors or servants the employees of COUNTY, and they will not be entitled to any of the rights, privileges or benefits of employees of COUNTY. Contractor shall take such steps as may be necessary to ensure that each of its officers, employees, agents, contractors, subcontractors, and servants are deemed to be an independent contractor of COUNTY and will not be considered or permitted to be an employee of COUNTY. COUNTY shall not pay or withhold, and Contractor shall hold COUNTY harmless from, costs for employee benefits, employee taxes, insurance, and other costs typically arising from an employer-employee relationship. Contractor shall pay its own expenses, including salaries and commissions to Contractor's employees and all taxes incurred in doing business. Nothing in the terms of this Agreement shall be construed to create a partnership between Contractor and COUNTY. 11. Subcontractors. Unless otherwise stated in the applicable Scope of Work, the Contractor may, with prior written approval from COUNTY though the TDC, subcontract components of work performed under this Agreement. The Contractor must make every reasonable effort to ensure that COUNTY is not liable to, or liable for, subcontractors retained by the Contractor. The provisions of this section may be modified in a Scope of Work in the event COUNTY requires Contractor to engage a particular subcontractor. 12. Indemnification and Insurance. Contractor agrees to indemnify and hold harmless COUNTY, TDC, 3406 North Roosevelt Blvd. D/B/A Visit Florida Keys its directors, officers, employees, and agents from all claims, suits, judgments or damages, including interest and attorney fees and costs, arising from or relating to this Agreement. In all instances, each party shall be responsible for any injury, property damage, or other legal wrongdoing resulting from any activities conducted by that party and its directors, officers, employees, and agents. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. This indemnification shall survive the expiration or earlier termination of the contract. The CONTRACTOR shall obtain insurance as specified and maintain the required insurance at all times that this Agreement is in effect. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the CONTRACTOR'S failure to purchase or maintain the required insurance, the CONTRACTOR shall indemnify the COUNTY from any and all increased expenses 5 1014 resulting from such delay. The coverage provided herein shall be provided by an insurer with an A.M. Best rating of VI or better, that is licensed to business in the State of Florida and that has an agent for service of process within the State of Florida. The coverage shall contain an endorsement providing thirty (30) days notice to the COUNTY prior to any cancellation of said coverage. Said coverage shall be written by an insurer acceptable to the COUNTY and shall be in a form acceptable to the COUNTY. CONTRACTOR shall obtain and maintain the following policies: A. Workers' Compensation insurance as required by the State of Florida, sufficient to respond to Florida Statute 440. B. Employers Liability Insurance with limits of$1,000,000 per Accident, $1,000,000 Disease, policy limits, $1,000,000 Disease each employee. C. Comprehensive business automobile and vehicle liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including onsite and offsite operations, and owned, hired or non-owned vehicles, with One Million Dollars ($1,000,000.00) combined single limit and One Million Dollars ($1,000,000.00) annual aggregate. D. Commercial general liability, including Personal Injury Liability, covering claims for injuries to members of the public or damage to property of others arising out of any covered act or omission of the CONTRACTOR or any of its employees, agents or subcontractors, including Premises and/or Operations, Products and Completed Operations, Independent Contractors; Broad Form Property Damage and with One Million Dollars ($1,000,000) per occurrence and annual aggregate. An Occurrence Form policy is preferred. If coverage is changed to or 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 must extend for a minimum of 48 months following the termination or expiration of this contract. COUNTY shall be named as an additional insured with respect to CONTRACTOR'S liabilities hereunder in insurance coverages identified in Paragraphs C and D. CONTRACTOR shall require its subcontractors to be adequately insured at least to the limits prescribed above, and to any increased limits of CONTRACTOR if so required by COUNTY during the term of this Agreement. COUNTY will not pay for increased limits of insurance for subcontractors. CONTRACTOR shall provide to the COUNTY certificates of insurance or a copy of all insurance policies including those naming the COUNTY as an additional insured. 6 1015 The COUNTY reserves the right to require a certified copy of such policies upon request. 13. SUCCESSORS AND ASSIGNS The CONTRACTOR shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of County Commissioners for Monroe County and the CONTRACTOR, which approval shall be subject to such conditions and provisions as the Board may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 14. Exclusive Property. Contractor acknowledges that its performance of this Agreement is "work made for hire." Anything, by whatsoever designation it may be known, that is produced or developed by Contractor under this Agreement shall be the exclusive property of COUNTY at all stages of performance or development and may be copyrighted, trademarked, patented or otherwise restricted by COUNTY as provided by law. Neither the Contractor nor any subcontractor shall have any proprietary interest in the products or materials developed under this Agreement. COUNTY may, in its sole, absolute, and unfettered discretion, make changes in, deletions from, or addition to any product or service produced by Contractor under this Agreement. If for any reason the results and proceeds of the services or products produced under this Agreement are determined at any time not to be a work made for hire, Contractor hereby irrevocably transfers and assigns COUNTY all right, title, and interest to therein, including all copyrights, as well as all renewals and extensions thereto. 15. Force Majeure. Neither Party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster(e.g., hurricanes), accident, riots, acts of government, acts of war or terrorism, shortage of materials or supplies, failure of transportation or communications or of suppliers of goods or services, or any other cause beyond the reasonable control of such Party. Either party has the right to terminate this Agreement upon written notice provided pursuant to Section 7 herein if a Force Majeure event substantially affecting that party's ability to perform the obligations created by this Agreement occurs. 16. Bankruptcy or Change of Ownership. Contractor shall notify COUNTY within five (5) business days if Contractor files for bankruptcy or changes ownership. COUNTY will have the right to terminate this Agreement immediately upon receipt of such notification. 17. Record Maintenance. Contractor shall retain and maintain for a period of five years all records related to this Agreement and shall make such records available for an audit as may be requested. Records shall include independent auditor working papers, books, documents, and other evidence, including, but not limited to, vouchers, bills, invoices, 7 1016 third-party invoices, proof of performance, requests for payment, and other supporting documentation, which, according to generally accepted accounting principles, procedures and practices, sufficiently and properly reflect all program costs expended in the performance of this Agreement. The records maintained by Contractor shall be subject at all times to inspection, review, or audit by COUNTY, the Couty Clerk, or other personnel authorized by the COUNTY. Each party to this Agreement or its authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the termination of this Agreement. If an auditor employed by the COUNTY or County Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, the CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. 18. Preservation of Remedies. No delay or omission to exercise any right, power, or remedy accruing to either Party upon breach or default under this Agreement will impair any such right, power, or remedy of either Party, nor will such delay or omission be construed as a waiver of any such breach or default or any similar breach or default. 19. Severability. If any term or provision of this Agreement or portion thereof is in conflict with any applicable statute or rule or is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, then such term, provision, or portion thereof shall be deemed to be null and void, shall be severed from this Agreement, and shall not invalidate any other provision of this Agreement. This Agreement and the rights and obligations of the Parties shall be construed as if this Agreement did not contain such severed term or provision, and this Agreement otherwise shall remain in full force and effect. 20. Merger. This writing contains the entire understanding of the parties with respect to the performance of services under this Agreement. No representations made or relied upon by either Party, other than those that are expressly set forth within or provided for by this Agreement, are a part of this Agreement. Any "purchase order," or similar document generated by Contractor or received by COUNTY shall be for billing reference only and, notwithstanding any terms and/or conditions set forth therein, such document shall not take precedence over this Agreement. 21. Modification. This Agreement may not be altered, modified, amended, or changed in any manner, except pursuant to a written agreement executed and delivered by each of the Parties. Additionally, any such modification, amendment or change becomes effective as of the last date signed by the necessary Parties or such later date as the Parties may agree therein. However, either Party may change its Agreement Manager and contact information by notifying the other Party's Agreement Manager by electronic mail. 8 1017 22. Contract Eligibility. COUNTY's funding agreement with the COUNTY places limitations on its ability to subcontract with certain vendors. Therefore, Contractor affirms that it is not (1) listed on Florida's Scrutinized Companies that Boycott Israel List, created pursuant to s. 215.4725, F.S., (2) engaged in a boycott of Israel, (3) listed on Florida's Scrutinized Companies with Activities in Sudan List or Florida's Scrutinized Companies with Activities in the Iran Terrorism Sectors List, created pursuant to s. 215.473, F.S., (4) engaged in business operations in Cuba, Syria, or Venezuela, (5) listed on Florida's Discriminatory Vendor List created pursuant to s. 287.134, F.S., or(6) listed on the State of Florida's convicted vendor list established pursuant to s. 287.133. Contractor agrees that should any of the above affirmations become false during the term of the Agreement that COUNTY may terminate the Agreement immediately. Contractor agrees to provide COUNTY with written notice immediately should any of the above affirmations become false during the term of the Agreement. Contractor shall insert a provision in accordance with this paragraph in any subcontract for services under the Agreement. 23. Non-Discrimination. Contractor shall not discriminate against any employee employed in the performance of this Agreement, or against any applicant for employment because of age, race, sex, creed, color, handicap, national origin, or marital status. 24. Compliance with Laws. Contractor agrees to comply with all applicable national, state, and local laws in the performance of its obligations pursuant to this Agreement. CONTRACTOR and COUNTY 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. CONTRACTOR and COUNTY agrees 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 disabilities; 4)The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5)The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6)The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8)Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, 9 1018 national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11)Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 25. E-Verify. In accordance with F.S. 448.095, the Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of F.S. 448.095 26. CODE OF ETHICS COUNTY agrees that officers and employees of the COUNTY recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 27. NO SOLICITATION/PAYMENT The CONTRACTOR and COUNTY warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR agrees that the COUNTY shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 28. 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. 10 1019 29. COUNTY FORMS. By signing this Agreement, CONTRACTOR has sworn or affirmed to the following requirements as set forth in the Public Entity Crime Statement, Ethics Statement, Drug-Free Workplace Statement and Vendor Certification Regarding Scrutinized Companies List as set forth in more detail in this Agreement. Public Entity Crime Statement The CONTRACTOR/CONSULTANT certifies and agrees that CONTRACTOR/CONSULTANT nor any Affiliate has been placed on the convicted vendor list within the last 36 months. In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has been placed on the Discriminatory Vendor List, kept by the Florida Department of Management Services, may not submit a bid on a contract to provide 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 a 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. 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 contracts 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, CONTRACTOR/CONSULTANT or subcontractor 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 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONTRACTOR/CONSULTANT represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONTRACTOR/CONSULTANT further represents that there has been no determination, based on an audit, that it or any subcontractor has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether CONTRACTOR/CONSULTANT has been placed on the convicted vendor list. CONTRACTOR/CONSULTANT will promptly notify the COUNTY if it or any subcontractor is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. Ethics Clause By signing this Agreement,the CONTRACTOR/CONSULTANT warrants that he/it has not employed, retained or otherwise had act on his/her behalf any former County officer or employee in violation of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this Agreement without liability and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. 11 1020 DRUG-FREE WORKPLACE. CONTRACTOR/CONSULTANT in accordance with Florida Statute 287.087 hereby certifies that CONTRACTOR/CONSULTANT shall: 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace, the business' policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection (1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community, or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. The person authorized to sign the Agreement certifies that CONTRACTOR/CONSULTANT complies fully with the above requirements. Non-Collusion Affidavit CONTRACTOR/CONSULTANT by signing this Agreement, according to law on my oath, and under penalty of perjury, depose and say that the person signing on behalf of the firm of CONTRACTOR/CONSULTANT, the bidder making the Proposal for the project described in the Scope of Work and that I executed the said proposal with full authority to do so; the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; the statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS CONTRACTOR agrees and certifies compliance with the following: Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of $1,000,000 or more, that are on either the Scrutinized 12 1021 Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism Lists which were created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of CONTRACTOR, I hereby certify that the company identified above as "CONTRACTOR" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of $1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135, Florida Statutes,the submission of a false certification may subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Terrorism List or been engaged in business operations in Cuba or Syria. Note: The List are available at the following Department of Management Services Site: http://www.dms.myflorida.com/business operations/state purchasing/vendor information/convicte d suspended discriminatory complaints vendor lists 30. Execution of Agreement. The parties agree that the execution of this Agreement may be by electronic signature and maintained and transacted by electronic record. Additionally, this Agreement may be signed in any number of counterparts. Each counterpart is an original. Together, all counterparts form one single document. IN WITNESS HEREOF, by signature below, both parties agree to abide by the terms, conditions, and provisions of this Agreement document. Board of County Commissioners of Monroe County Mayor Conex Exhibition Se is (SEAL) Matt Sanchez Attest: Kevin Madok, Clerk Managing Title: Director As Deputy Clerk MONROE COUNTY ATTORNEY rrR u CHRIST INE LIMBERT.E3ARROW S ASSISTANT COUNTY ATTORNEY DATE..,.__�..Z,�.'L,LZ ......_._. 13 1022 EXHIBIT A SCOPE OF WORK 1. Contractor shall design and build the Florida Keys and Key West Stand at the following shows during the Term of this Agreement. The cost of the build should not exceed the amount listed unless pre-approved in writing by the project manager for each show. None. 2. This document lays out the general terms of the agreement, which are common to every project. In addition to this document, a detailed Letter of agreement will be signed for each of the above listed events to provide a full detail of the specific terms for each project. 3. Contractor shall provide custom construction based on the total area of each specific project. This may include, as needed, all of the following items: a. Mock-up/Design: Contractor shall mock-up some booth design/rendering options for COUNTY's review, feedback, and approval. b. Flooring: Unless otherwise specified in the specific show's LOA, all stands will be covered with high quality carpet on a 5cm height platform, which will provide the necessary height for electrical installation. The platform will include a handicapped access if needed and ramp perimeter on the lounge area at the front of the stand. c. Walls: All structural and non-structural walls will be made using a hybrid construction system combining steel, aluminum, wood, MDF and glass. For domestic shows, most walls will also utilize high grade printed double stretch fabric. d. Storage: Although this is very specific for each project, usually all international or larger stands will have an enclosed area. For domestic and smaller shows in general, storage will be provided through credenzas and other type of storage furniture. e. Illumination: Spotlights and LED string lights will be used for graphics and to provide for specific illumination needs. Sockets for electrical supply will be placed along the stand for optimal comfort and functionality. f. Audio and Video Equipment: The current design does not include any audiovisual equipment, which can be requested in case of need. g. Wireless Internet: No internet connection is contemplated for either domestic or international shows. h. Services: Electrical consumption, cleaning before and during the event, construction permits and freight cost as well as the presence of maintenance and Conex personnel during the show are included in this proposal. i. Furniture and Graphic: Detailed addendums will be provided for each specific show with a full itemization of all the furniture to be provided as well as every graphic element to be installed. In case of the graphics' addendum, this document will also provide specific details that will help the COUNTY procure the necessary artwork/images in the necessary dimensions and resolution for optimal result. In general terms, most projects will include the following furniture elements: • Custom elements such as: o Custom counter/s. o Custom decorative elements such as props, planters, dividers, etc. • Standard/Non custom furniture such as: 1023 o Stools o Chairs o Round meeting tables for 4 people o Sofas and loveseats o Coffee tables o Accent area rugs • Other elements: o Shelving units for closets o Cabinet with doors o Floor coat hangers o Wall coat hangers o Paper bins o Small refrigerator or water dispenser 4. Pricing: The budgeted cost for the production, transportation, setup and construction, dismantling, and storage of the Florida Keys and Key West stand for each project is: 1. IMEX America - Las Vegas, Nevada October 2023 ($35,307.00) 2. World Travel Market (WTM) London, UK November 2023 ($22,307.00) All builds require a signed estimate or letter of agreement setting forth all relevant details of the project and the total cost. Total costs under this Agreement may not exceed $57,614.00, unless an amendment authorizing additional work is approved by the County and signed by both parties in advance. 5. Payment Terms: Total compensation for services rendered pursuant to this Agreement is as set forth in Paragraph 4, payable as follows: 50% deposit for each project 15 days prior to the show, and the remaining 50% balance once the service has been fully rendered. All invoices and proof of performance must be forwarded as set forth in Section 6 of Agreement. Proof of performance must be provided to demonstrate completion of deliverable as outlined above. All invoices are payable within 30 days of receipt of invoice and proof of performance. Failure to provide invoice and proof of performance as indicated will delay payment processing. 1024