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BRANCH OFFICE CLERK OF THE CIRCUIT COURT BRANCH OFFICE
3117 OVERSEAS HIGHWAY MONROE COUNTY 88820 OVERSEAS HIGHWAY
MARATHON, FLORIDA 33050 500 WHITEHEAD STREET PLANTATION KEY, FLORIDA 33070
TEL (305) 289 -6027 KEY WEST, FLORIDA 33040 TEL (305) 852 -7145
FAX (305) 289 -1745 TEL. (305) 292 -3550 FAX (305) 852 -7146
FAX (305) 295 -3660
M E M O R A N D U M
TO: Lynda Stuart, Office Manager
Tourist Development Council
FROM: Isabel C. DeSantis,
Deputy Clerk
DATE: December 21, 1999
At the Board of County Commissioner's Meeting on July 21, 1999,
the Board granted approval and authorized execution of an
Agreement between Monroe County and Cellet Travel Services, Ltd
to provide European sales representation commencing October 1,
1999 and terminating September 30, 2002 with a two year option to
extend in an amount of $53,000 per year.
Also, on November 9, 1999, the Board granted approval and
authorized execution of an Amendment to Agreement between Monroe
County and Cellet Travel Services, Ltd. as requested by County
Risk Management.
Attached hereto are two duplicate originals of each item, one for
return to the provider, and the other for your departmental
files.
Should you have any questions concerning this matter, please do
no hesitate to contact this office.
cc: County Attorney
Finance, c/o Kim Hanna
Ale
AGREEMENT
CELLET TRAVEL SERVICES, L TO
THIS AGREEMENT is entered into this..21". day of ~\.l\f:: '
1999, by and between the BOARD OF COUNTY COMMISSIONE S, Monroe County,
Florida, hereinafter referred to as the COUNTY and CELLET TRAVEL SERVICES,
LTD., hereinafter referred to as FIRM;
WITNESSETH
WHEREAS, FIRM is qualified to provide sales representation services which
promote tourism, and;
WHEREAS, the Monroe County Tourist Development Council (TDC) has
recommended this contract be entered into to promote and advertise Monroe County as
a travel destination, and;
WHEREAS, the COUNTY wishes to enter into this Agreement for sales
representation services with the FIRM,
1. TERM: The term of this Agreement is for a period of three (3) years
commencing October 1, 1999 and terminating September 30, 2002 with an option to
extend for a two (2) year period beyond the initial award period upon 60 days prior
written notice of agreement extension to firm.
2. SCOPE OF SERVICES: In consideration of the base monthly contractual
amount, the FIRM shall provide the following services on behalf of the MOl1fPe CounN:
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Promote the Florida Keys as a primary destination in Florida. ~;;-:: C":) ~
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To develop a sales and marketing campaign for Florida Key~uro~. ~
To solicit and assist industry support of the destination. ;fE~" ~ ~
To educate Travel Agents on selling techniques and benfiPits~f F.lOriclti'
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Create strong awareness campaigns in each European market sector.
Tour Operators: Tour Operators playa major role in any destination sales and
marketing campaign therefore to maximise their effectiveness FIRM will:
Work closely with targeted Tour Operators to maximise consumer
promotional opportunities.
Arrange co-operative advertising campaigns with Tour Operators and Fly-
Drive Operators.
Cellet Travel Services, Ltd Agreement
Carry out Sales Calls to selected Tour Operators.
Provide Tour Operators with continued assistance, slides, brochures, and
on-going telephone support and guidance.
Prepare and execute training sessions for Tour Operator staff.
Assist the TDC to target relevant Tour Operators at Pow Wow.
Arrange a Tour Operator function.
Host specially arranged Fam Trips.
Slide Library: FIRM will maintain a comprehensive slide library of Monroe
County photography and imagery, and provide to Tour Operators, Travel
Agents and Production Houses as appropriate.
Travel Agents:
Provide information "Help Line" dedicated to Monroe County.
Carry out 35 sales calls per month to selected USA Travel Agent
specialists.
Assist Travel Agents own consumer promotions with destination materials,
posters, videos and window displays and participation in local public trade
shows.
Create a dedicated Travel Agent/Consumer Destination Guide giving all
relevant telephone numbers, points of contact etc. Distribute via
consumer and trade publications, at trade shows, and as part of
destination pack.
Create and arrange targeted mail shots with response coupons. (In
association with Advertising Agency)
Airline Co-operation:
Work closely with Airlines in U.K. to support the destination with Fam.
Tours etc.
Create marketing plan in association with Airlines to position Monroe
County as a primary destination in Florida.
Arrange series of joint Sales Calls with Airline Staff to promote Sales.
Sales Missions: FIRM would organise one major sales mission as agreed.
This mission would invite delegates from Monroe County to Europe to
take part in the following activites which FIRM would co-ordinate;
Sales calls to Tour Operators and major Travel Agents.
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Cellet Travel Services, Ltd Agreement
Tour OperatorslTravel Agent function with approprate theme.
FIRM will co-ordinate with the Visit Florida office in the U.K. to highlight
any opportunities that may arise.
Florida Keys Help Line: FIRM operates a fully staffed information help line,
available to Consumers and Travel Trade, to develop customer service.
All enquiries are processed and addresses sent to BH&P Ltd who
dispatch the information pack.
Trade and Consumer Fulfilment: FIRM will make recommendations on the
design and production of helpful, accurate and attractive brochures, which
are easily available to Consumers and Travel Agents alike.
Consumer Marketing:
Attend selected Consumer shows.
Assist Travel Agent's own consumer promotions with destination
materials, posters, videos etc.
European Office: FIRM will continue to act as liaison with German Rep office.
FIRM currently processses all German invoices and assist in the creation
of the sales and marketing plan.
Advertising: FIRM. will advise the TDC on content and placement of
advertising in Europe.
3. MONTHLY REPORTS FIRM shall provide to TDC Administrative
Office, 1201 White Street, Suite 102, Key West, Florida, monthly reports and document
of results of services every month, within twenty days of the end of each month.
Monthly reports shall show, at a minimum, dates, names, and addresses of travel
agents, tour operators and incentive houses to whom sales calls are made. Also to
include copies of any reports which FIRM receives from travel agents and tour
operators showing their bookings to Monroe County.
Monthly reports to TDC shall include all of the following:
Number of Sales Calls carried out
Number of enquiries received
Number of fulfilment packs set
Monthly invoices
New Product Development
Market Trends and News from European Travel Trade
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Cellet Travel Services, Ltd Agreement
4. COMPENSATION: FIRM shall be compensated in an amount of
$53,000.00 (Fifty Three Thousand Dollars) per year, excluding any reimbursable
expenses to perform the Scope of Services (including German Office Fees) on an
annual basis. Reimbursable expenses to perform the Scope of Services (supported by
necessary documentation: not including marketing activities) are as follows:
Trade Show Registrations
Exhibit Expenses
Special Promotions - Example: Taxi Cab
Communications such as but not limited to telephone, fax and e-mail costs
Travel and Entertainment
Postage and Carriage
Memberships
Stationary
Photocopying
Translations
Other operating expenses as outlined within the annual Marketing Plan.
Monroe County's performance and obligation to pay under this contract is contingent
upon an annual appropriation by the BOCC.
5. BILLINGS: The FIRM shall submit to the TDC Administrative Office
monthly billings for $4,416.67 for staff and contracted services. The COUNTY shall be
responsible for payment of all authorized fees and reimbursable costs due the FIRM
while this Agreement is in force which are described and limited in paragraph 4. Said
payments shall be sent by mail by COUNTY directly to Cellet Travel Service, Ltd.,
Brook House, 47 High Street, Henley in Arden, Warwickshire, B95 5AA, England.
6. AGENCY OF RECORD: The FIRM shall act as the agency of record of
the TDC for sales representation within Europe.
7. INDEMNIFICATION AND HOLD HARMLESS: The FIRM agrees to
indemnify and hold Monroe County and the Monroe County Tourist Development
Council harmless for any and all claims, liability, losses and causes of action which may
arise out of its fulfillment of the agreement. It agrees to pay all claims and losses,
including related court costs, and shall defend all suits filed due to the negligent acts,
errors or omissions of the FIRM employees and/or agents.
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Cellet Travel Services, Ltd Agreement
8. INSURANCE: The FIRM shall carry during the term of this
Agreement general liability insurance, including bodily injury and property loss damage
to cover all claims, demands or actions by any person or entity in anyway arising from
the services provided. Such liability insurance shall be in an amount not less than
$1,000,000.00. Monroe County shall be named as additional insured under the
insurance policy and such insurance shall be primary and non contributing with any
insurance carried by the County. The FIRM shall furnish the County with a certificate
evidencing the insurance required by this paragraph upon the signing of this
Agreement.
9. APPROVALS AND CHANGES OF SPECIFICATIONS OF SERVICES:
The TDC shall have the sole and exclusive right to approve, modify, reject, or
cancel any and all plans, proposals, submissions and other work in process, in which
event the TDC's directions shall be immediately implemented. However, nothing in this
Agreement shall be construed as requiring the FIRM to violate any contractual
commitments to vendors contracted on TDC's behalf. All contractual commitments to
contracted vendors require the TDC's prior written approval. The COUNTY shall only
be liable for charges approved in writing prior to the FIRM's entering into such
contractual commitment.
The performance of all services between FIRM as described and otherwise
provided under this Agreement will be in full cooperation with and under the direct
supervision of the TDC. Whenever approval is required from the TDC, said approval
shall be in writing from the TDC Administrative Director or a designee, according to
TDC policy.
10. TERMINATION; RENEWAL: Either party shall have the right to cancel this
Agreement at its sole discretion upon sixty (60) days written notice without cause to the
other party. FIRM shall deliver to TDC and COUNTY all papers and other materials
related to the work performed under this Agreement upon termination thereof. County
shall pay FIRM only for such reimbursable authorized prior to termination. The
COUNTY shall have the option of renewing this agreement for an additional two (2)
year period under the same terms and
conditions subject to negotiation of monetary terms and provided the COUNTY provides
FIRM prior written notice of its election of this option no later than sixty (60) days prior.
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Cellet Travel Services, Ltd Agreement
11. EXCLUSIVE REPRESENTATION: The FIRM agrees that it will not
represent any private resort or attraction within Monroe County or any other municipal
or County destination in Florida, without prior approval in writing from the TOC. FIRM
shall act at all times herein as independent contractor, and nothing contained herein
shall be construed to create the relation of principal and agent or employer and
employee, between TOC/COUNTY and FIRM.
12. DISCLOSURE OF FINANCIAL INTERESTS: The FIRM agrees to
disclose any existing financial interest in its business by its suppliers or providers
utilized in fulfillment of this Agreement and shall disclose said interests as they may
arise from time to time.
13. APPLICABLE LAW; VENUE: This Agreement shall be governed by
and construed according to the laws of the State of Florida and all actions brought
under or pursuant to this Agreement shall be brought in a court of competent
jurisdiction in Monroe County, Florida.
14. ENTIRE AGREEMENT; AMENDMENTS: This writing embodies the
entire Agreement and understanding between the parties hereto, and there are no other
agreements or understandings, oral or written with reference to the subject matter
hereof that are not merged herein and superseded hereby. Any amendment to this
Agreement shall be in writing and signed by both the COUNTY and FIRM.
15. LAWS AND REGULATIONS: It shall be understood and agreed that
any and all services, materials and equipment shall comply fully with all Local, State
and Federal laws and regulations.
16. TAXES: The Board of County Commissioners and TOC are exempt
from Federal Excise and State of Florida Sales Tax. State Sales Tax and Use Tax
Certificate Number is 03000 210354.
17. FINANCE CHARGES: The COUNTY and TOC, shall not be
responsible for any finance charges.
18. ASSIGNMENT: The FIRM shall not assign, transfer, convey, sublet or
otherwise dispose of this Agreement, or of any or all of its right, title or interest therein,
of his or its power to execute such contract to any person, company or corporation
without prior consent of the COUNTY.
19. OWNERSHIP: All work performed under the Agreement shall be the
property of the TOC and COUNTY, for whatever use and/or disposition the TOC and
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Cellet Travel Services, Ltd Agreement
COUNTY may deem appropriate. Such property shall include: a) all plans, documents
and recommendations; b) All manuscripts, copy, graphics, and videotapes. The TDC
and COUNTY shall have the full right to reproduce and/or use any products derived
from the contractor's work under the Agreement without payment of any royalties, or
fees.
20. COMPLIANCE WITH LAWS - NONDISCRIMINATION: The firm shall
comply with all federal, state and local laws and ordinances applicable to the work or
payment for work thereof, and shall not discriminate on the grounds or race, color,
religion, sex, age, or national origin in the performance of work under this Agreement.
This Agreement shall be subject to all federal, state, and local laws and ordinances.
21 NOTICE: Whenever notice is required by this Agreement to be give to
either party, said notice shall be deliver to:
For County
Ms. Lynda Stuart
Monroe County TDC
1201 White Street
Suite 102
Key West, FL 33040
For Firm
Ms. Stella Clery-Ackland
Cellet Travel Service, Ltd.
Brook House
47 High Street,
Henley in Arden
Warwickshire
England, B95 5AA
22. SEVERABILITY: If any provision of this Agreement shall be held by a
Court of competent jurisdiction to be invalid or unenforceable, the remainder of this
Agreement, or the application of such provision other than those as to which it is invalid
or unenforceable, shall not be affected thereby; and each provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by law.
23. The FIRM agrees to furnish the TDC with copies of bids of subcontractors.
24. ETHICS CLAUSE: The FIRM warrants that no person has been
employed or retained to solicit or secure this contract upon an Agreement or
understanding for a commission, percentage, brokerage, or contingent fee and that no
member of the Monroe County government or the TDC has any interest, financially or
otherwise, in the FIRM or its subcontractors.
25. 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,
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Cellet Travel Services, Ltd Agreement
may not submit a bid on a contract with a public entity for the construction or repair of a
public building or public work, may not submit bids on leases of real property to public
entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or
consultant under a contract with any public entity, and may not transact business with
any public entity in excess of the threshold amount provided in Section 287.017, for
CATEGORY TWO for a period of 36 months from the date of being placed on the
convicted vendor list."
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Cellet Travel Services, Ltd Agreement
~otfl.LL.
Deputy Cler-.
(CORPORATE SEAL)
Attest:
By
Secretary
OR
Witness
Approved as to form and legal sufficiency:
Date:
Board of County Commissioners
of Monroe County
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Mayor/Chairman
Cellet Travel Service, Ltd.
By ~ ~c2v
President
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