Item D11 D11
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
July 17, 2024
Agenda Item Number: D11
2023-2667
BULK ITEM: Yes DEPARTMENT: Tourist Development Council
TIME APPROXIMATE: STAFF CONTACT: Markham McGill--Director of Sales
N/A
AGENDA ITEM WORDING: Approval of an agreement with Travel Show Marketing Group LLC
for participation in the Travel Agency Owners Forum in November 2024.
ITEM BACKGROUND:
The Travel Agency Owners Forum brings together high level travel agency owners and decision
makers. The B2B package will provide TDC Sales Staff with the opportunity to set up appointments
with these agency owners to educate them on the destination and provide them with additional
information as requested.
This event takes place in FY25 and is part of the FY25 Marketing Plan. However, registration has
begun and space is limited, therefore, the need to enter into the agreement at this time and not in
FY25.
PREVIOUS RELEVANT BOCC ACTION:
There is no previous BOCC action relating to this purchase.
INSURANCE REQUIRED:
No
CONTRACT/AGREEMENT CHANGES:
New Agreement
STAFF RECOMMENDATION: Approve
DOCUMENTATION:
Travel Show Marketing Group LLC Agree ent.pdf
2584
FINANCIAL IMPACT:
$6,995.00 from CC_76066 Sales to be paid in FY25.
2585
Application/Contract
TRAVEL AGENCY
OWNERS FORUMProduced byI lh ICIt J':'t III Ci01.L41 r-'
IP
COMPANY INFORMATION (Please complete this area with your company details as it should appear in berth.the Event Registry and online listing.)
Legal Company Name: Monroe County BOCC
Exhibiting As:_Visit Florida Keys -------------------------------------
Malting Address(NO P.G.eNxEs): 1201 'V11'h,ite Street, Suite #102 ------
City: Key West State/Province: FIL ZiplPostal Code: 33040 Country: USA
Phone: (305) 296-1552 Toll-Free: Fax:
Company Web Address: htt'ps:fJfIa-keys.com/
PRIMARY CONTACT INFORMATION
ContactWarkham McGill Title: Director of Bales
Mailing Address(NO P.O.BOXES): 1201 White Street, Suite #102—
Phone:(305) 296-1552 Fax: Email: markham@fla-keys.com
SUPPLIER PACKAGES SUPPLIER PACKAGES
Package - $6,995 USD Executive Package - $12,995 I S (LimitedSpots)
•3 Nights Accommodations for 1 Representative(Monday-Thursday) Package includes everything in the Enhanced Package PLUS:
• Branded Showcase Table » Private'Group Lunch(with an audience of 25 Travel Advisors)
A Diary of One-to-One Meetings Recognition,as an Event Sponsor(where'applicable)
Access to the Welcome Session and interactive Networking Experience - Banner advertisement online official event website
. 1 Product Posting on Our Social Media Platforms
• Company Listing on Event Website and Within The Meeting Software If youl'd like'to purchase a package without accommodations,there
Enhanced Package -$7,995 USD
its a$500 reduction in price.
The Enhanced Package includes everything in the 13213 Package PLUSS
•Supplier Spotlight:choice of interview or interactive product video residing on Second Representatives Sponsorships
our website and showcased in our private Travel Advisor discussion group. Product Session:$10,000
Maximum of 2 representatives per company
Digital Marketing Package:(3)enhanced social media posts,(2)mobile push With Accommodations$1,000 Event Bags:$5„000
notifications;distribution of(1)pre or post email customized by client Lanyards:$3,500
(scheduled on availability). Mobile Accommodations$5'00 Mobille App:$2,000
Web Banner Ad:$600
Quantity Product Description Cost
1 B2B Package B21B Package 6,995.00
0 $0.00
0 $0.00
0 $0.00
0 $0.00
TABLE NUMBER# TBm $67995.00
METHOD OF PAYMENT-U.S.FUNDS ONLY, PLEASE CHECK ONE,
Check(Make payable to Travel Show Marketing Group,LLC) Credit Card Wire RETURN WITH PAYMENT TO: FAX CONTRACT TO:
If paying by Credit.Card,please use the Credit Card'payment form on the invoice. Tavel show Marketing Group,LLC( 17) 337-5 5'4
67 Monument Ave,Suite#2
For proper credit to your account,please identify Travel Shows Marketing Group,LLC and"Exhibiting Company Name". Exhibitor is responsible
for any bank fees associated with payment.For wire/ACH;(Call your account rep for wire transfer details) Charlestown,MA 02129
MONROE COUNTY ATTORNEY
We understand this application becomes a binding contract when accepted by Travel Show Marketing Group,LLC. We agree to abide by the General Information,,Ter l nd ni41R�auf:v AS To FOR a;
Conditions published on the reverse side'and those included in the Exhibitor Service'Manual.(Sign below and print name of confirming signature'.)' r M 1
C14RISTINE LIMRERT•HARROW S
ASSISTANT COUNTY ATTORNEY
al f 11°t r II�II�"�( Il l l DATEr Z11124 ........._
Printed Name; Confirming Signature:_ Date:
2586
TRAVEL AGENT FORUM:OWNERS EDITION—TERMS&CONDITIONS
Defined Terms Listings and Promotional Materials(continued) Indemnification(continued)
The term"Event"means Travel Agency Owners Forum,currently held TSMG shall not be liable for any errors in any listing or descriptions or for out of or in connection with:(a)Exhibitors'participation or presence at the
November 18—21,2024 at Wyndham Grand Barbados Sam Lords Castle omitting any Exhibitor from the directory or other lists or materials.TSMG Event,(b)any breach by Exhibitor of any agreements,covenants,
Al Inclusive Resort-St.Phillip,Barbados.The Event is owned,produced/ may also take photographs of Exhibitor's booth space,exhibit&personnel promises or other obligations under this contract;(c)any matter for which
managed by the Travel Show Marketing Group,LLC. As used hereinafter, during,before or after the open hours of the Event and use such Exhibitor is otherwise responsible under the terms of this contract;(d)any
the term"TSMG"means,collectively,Travel Show Marketing Group,LLC photographs for any TSMG purpose. violation or infringement(or claim of violation or infringement)of any law
and each of its officers,directors,shareholders,agents,subsidiaries, Care of Exhibit Facility or ordinance or the rights of any party under any patent,copyright,
affiliates,representatives,employees and assigns,unless the context Exhibitor shall promptly pay for any/all damages to the Exhibit Facility or trademark,trade secret or other proprietary right;(e)any libel,slander,
requires otherwise.The term"Exhibitor"means,collectively,the entity or associated facilities,booth equipment or the property of others caused by defamation or similar claims resulting from the actions of Exhibitor,(f)
person that executes this Contract as the"Exhibitor"and each of its officers, Exhibitor. harm or injury(including death)to Exhibitor,(g)loss of or damage to
directors,shareholders,employees,contractors,representatives,assigns Taxes and Licenses property or the business or profits of Exhibitor,whether caused by
and/or invitees,as applicable.The term"Contract"means this agreement,all Exhibitor shall be solely responsible for obtaining any licenses,permits or negligence,intentional act,accident,act of God,theft,mysterious
amendments and modifications thereto,and all other materials,documents, approvals under federal,state or local law applicable to its activities at the disappearance or otherwise and(h)any injury to any person(including an
rules and regulations expressly incorporated herein by reference. Event.Exhibitor shall be solely responsible for obtaining any necessary attendee)or property while in the Exhibitor's space.
Contract Acceptance tax identification numbers and permits and for paying all taxes,license Limitation of Liability
This Contract shall become binding and effective only when it has been fees,use fees,or other fees,charges,levies or penalties that become due Under no circumstances shall TSMG or the Exhibit Facility be liable for
signed by Exhibitor,and accepted as valid by a duly authorized to any governmental authority in connection with its activities at the Event. any lost profits or any incidental,special,indirect,punitive or
representative of TSMG.Evidence of contract acceptance will be a formal Exhibitor will not permit the delivery of merchandise at the Event Facility consequential damages whatsoever for any of their acts or omissions,
confirmation of assigned space and the related financial specifics.The final without the express permission of TSMG. whether or not apprised of the possibility of any such lost profits or
exhibit space specifics and/or location may be different from the Exhibitor's Copyrighted Materials damages.In no event shall TSMG's maximum liability under any
original requests. Exhibitor shall not play or permit the playing or performance of,or circumstance exceed the amount actually paid to TSMG by Exhibitor for
Qualifications of Exhibitor distribution of any copyrighted material at the Event unless it has obtained exhibit space rental pursuant to this contract.TSMG makes no
TSMG,in its sole discretion,determines whether a prospective exhibitor is all necessary rights and paid all required royalties or other payments. representations or warranties,express or implied,regarding the number
eligible to participate in the Event.TSMG reserves the right to restrict or Observance of Laws and nature of exhibitors and/or attendees who will attend the Event or
remove any exhibit which TSMG,in its sole discretion,believes is Exhibitor shall abide by and observe all federal,state and local laws, regarding any other matters.
objectionable or inappropriate. codes,ordinances,rules and regulations,and all rules and regulations of Insurance
Assignment of Space the Exhibit Facility(including any union labor work rules).Without limiting Exhibitor shall,at its own expense,secure and maintain at all times during
TSMG reserves the right to change the floor plan or the location of an the foregoing,Exhibitor shall comply with all applicable requirements of the event,including move-in and move-out days,the insurance listed
Exhibitor's booth if TSMG in its sole discretion determines that to do so is in the Americans with Disabilities Act,including with respect to the below.All such insurance shall be primary of any other valid and
the best interest of the Event.TSMG will consider requests to keep certain construction of its exhibits. collectible insurance of Exhibitor and shall be written on an occurrence
companies from being next to each other,however there is no guarantee Incorporation of Rules and Regulations basis.Claims made policies are not acceptable and do not constitute
that by making this request you will not be located next to one of these Any and all matters pertaining to the Event and not specifically covered by compliance with Exhibitor's obligations under this paragraph.(A)Workers'
companies.TSMG assumes no responsibility in such instances. the terms and conditions of this Contract shall be subject to determination compensation and employer's liability insurance complying with the laws
Use of Space by TSMG in its sole discretion.TSMG may adopt rules or regulations from of the state in which the Event is being held,(B)Comprehensive General
The space contracted for is to be used solely by and for the Exhibitor whose time to time governing such matters and may amend or revoke them at Liability insurance with limits not less than$1,000,000 each occurrence,
name appears on the Contract,and it is agreed the Exhibitor will not sublet any time,upon reasonable notice to Exhibitor.Any such rules and $2,000,000 aggregate,combined single limit for bodily injury and property
nor assign any portion of same without the prior written consent. regulations(whether or not included in an Exhibitor Service Kit or similar damage,including coverage for personal injury,contractual,and
Cancellation by Exhibitor document)are an integral part of this Contract and are incorporated herein operation of mobile equipment,products and liquor liability(if applicable),
If Exhibitor desires to cancel this Contract,the Exhibitor will be liable for by reference.Exhibitor shall observe and abide by additional regulations and(C)Automobile Liability insurance with limits not less than$500,000
100%of the total exhibit fee,regardless of when this Contract is executed by made by TSMG when they are communicated to Exhibitor.This Contract each occurrence combined single limit for bodily injury and property
Exhibitor.In addition,Exhibitor will remain liable for 100%of all fees paid or (including the Exhibitor Service Kit and any additional rules or regulations damage,including coverage for owned,non-owned and hired vehicles,
payable in respect of sponsorships and promotional products,regardless of including loading and unloading operators.The Exhibitor's
adopted by TSMG from time to time)States the entire agreement of the
when this Contract is executed or cancelled by Exhibitor.These amounts parties with respect to the subject matter hereof. Comprehensive General Liability and Automobile Liability insurance
are considered to be liquidated and agreed upon damages,for the injuries Installation and Dismantling policies shall name as additional insureds(i)Travel Show Marketing
TSMG will suffer as a result of Exhibitor's cancellation.This provision for Exhibitors must comply with the move-in/move-out times indicated in the Group,LLC and each of its direct and indirect subsidiaries and(ii)the
liquidated and agreed upon damages is a bona fide provision and not a Exhibitor Service Manual.If an Exhibitor fails to remove an exhibit in the Event Facility.If requested,copies of additional insured endorsements,
penalty.The parties understand that the withdrawal of the space reserved allowed time,TSMG shall be permitted(at Exhibitor's sole expense)to primary coverage endorsements and complete copies of policies,
from availability and,if applicable,the cancellation of sponsorships and/or remove and place in a warehouse subject to the Exhibitor's disposition, satisfactory to TSMG,shall be promptly furnished to TSMG.Certified
promotional materials,in each case at a time when other parties would be and/or to ship to Exhibitor via common carrier with all charges at no copies of the Certificates of Insurance or policies shall provide that they
interested in such space and/or products,will cause TSMG to sustain may not be cancelled without 30 days'advance written notice to TSMG.
ability to TSMG. The Exhibitor shall obtain a waiver of subrogation from the carrier of each
substantial damages that will not be capable of determination with 9
Contractor Services policydescribed above and the carrier of each other policythat provides
mathematical precision.Therefore,the provisions for liquidated and agreed In the interest of making available the best qualified craftsmen in numbers
upon damages have been incorporated into this Contract as a valid pre- fire,explosion or any other risk coverage insuring the Exhibitor's property,
estimate of these damages.TSMG reserves the right to treat Exhibitor's sufficient to handle all of the services necessary for the operation of the in each case releasing in full such carrier's subrogation rights.
downsizing of booth space as cancellation of the original space and Event,TSMG has contracted on an exclusive basis official contractors to Outside Exhibits/Hospitality Suites
provide certain services.Service companies other than the official
purchase of new booth space,and Exhibitor may be required to move to a contractors will not allowed to perform any exclusive services.Non-
Exhibitor is prohibited,without express written approval from TSMG,from
new location if it requests a downsizing of space. exclusive services may
ybe performed by exhibitor-appointed contractors displaying products/services and/or other advertising material in areas
Cancellation by TSMG (EAC)within certain guidelines. outside its booth space such as,but not limited to,parking lots,hotel
If Exhibitor fails to timely make any payment required by this Contract or Exhibit Guidelines lobbies,lounges,corridors,sleeping rooms,etc.,as well as unauthorized
otherwise breaches any of its obligations under this Contract,TSMG may Distribution of samples and printed matter of any kind,and any facility tours.Exhibitor also agrees not to operate hospitality suites or host
immediately terminate this Contract(and Exhibitor's participation in the promotional material,is restricted to the exhibit booth.Exhibitor agrees to any hospitality functions during official Event hours or when any TSMG-
Event)by providing written notice(or,if appropriate under the sponsored activities are being held.Hospitality functions are permitted
exhibit only products which it manufactures,represents or distributes.All onlyupon payment b the Exhibitor of all fees due hereunder.A l requests
circumstances,oral notice with written notice to follow)to Exhibitor of such exhibits shall display products or services in a tasteful manner.The aisles, p p y y q
termination.TSMG shall have no obligation to refund monies previously and overheads aces remain strict) under control of TSMG for a hospitality suite or public function space must be made through
paid.TSMG reserves the right to refuse Exhibitor permission to move in& passageways p y TSMG.If Exhibitor cancels or fails to occupy the exhibit space during
set up an exhibit if Exhibitor has any payment due to TSMG.TSMG is and no signs,decorations,banners,advertising material or special exhibits official Event hours,TSMG reserves the right to notify the hotel to cancel
will be permitted in the aisles except by written permission of TSMG. an hospitality space and/or hotel guest rooms under Exhibitor's name.
or expressly
authorized
tof and s space has o obmade available by reason of action occupied Uniformed attendants,models and other employees must remain within Exhibitory shall remain liable for th payments made to the hotel.
dispose y p y the booths occupied by their employers.Any and all advertising
taken under this paragraph in such manner as it may deem best,and Sound,Lighting and/or Laser Devices
distribution must be made from Exhibitor's booth space.Balloons and
without releasing Exhibitor from any liability hereunder. The use of devices for mechanical reproduction of sound or music;as
blimps must be approved by Show Management prior to the opening of
Cancellation of the Event well as lasers which are part of Exhibitor's display,are permitted,but
If the Event is canceled due to circumstances beyond the reasonable control the show,in accordance with the rules as outlined in the Exhibitor ServiceKit Equipment must be arranged so that show visitors do not stand in the must controlled and maintained a conversational level.Sound,
.
of TSMG(such as acts of God,war,government regulation,disaster,civil lightingg and/or laser beams must not
be projected outside the exhibit
disorder,curtailment of transportation facilities,power outages,or other aisle while examining equipment or watching demonstrations.Strolling booth.TSMG may immediately discontinue the use of any sound system,
entertainment or moving advertisements outside of an Exhibitor's exhibit
emergencies over which any party has no control,making it illegal or lighting or laser device that does not comply with this paragraph.
impossible to provide the facilities or to hold the function;the Exhibitor does space is prohibited. Exhibitors are specifically prohibited from employing any carnival-type
not have the right to request a refund because the facility does not provide a General Terms and Conditions attraction,animal or human,or from operating such noise-creating
service(e.g.,electricity goes out and attendees cannot see exhibit).TSMG TSMG has sole control over attendance policies.Except as expressly devices as bells,horns or megaphones.
reserves the right to cancel,re-name or re-locate the Event or change the provided in this contract,all monies paid by Exhibitor shall be deemed fully Fire and Safety Laws
dates on which it is held.If TSMG changes the name of the Event,re- earned and non-refundable at the time of payment.Exhibitor shall conduct The Exhibitor shall comply with all state,city&local laws and ordinances
locates,or changes the dates for the Event to dates that are not more than itself at all times in accordance with normal standards of decorum and relating Exhibitor
fire,Safety&health.Descriptions of these regulations is found
30 days earlier or be days later than the dates on which the Event originally acccce taste.In
Iof theltion to its contract,TSMt to G inlose an its sole judgment and may draw refuse to in the Exhibitor Service Kit,however TSMG will not be responsible for any
was scheduled to,i held,no refund will be due to Exhibitor,but TSMG shall consider for participation in future Events an Exhibitor who violates or fails errors or omissions contained therein.
assign to Exhibitor,in lieu of the original Space,such other Space as TSMG
deems appropriate and Exhibitor agrees to use such space under the terms to abide by the contract and any of the accompanying rules and
Violation of Rules and Regulations
g p regulations.Any amendment to this Contract must be in writing and signed Violation of this Contract or any rules and regulations governing the
of this Contract.Exhibitor agrees that,except as expressly provided in this by an authorized representative of TSMG. Event,including those published in the Exhibitor Service Kit,may result in
paragraph,it shall&hereby does waive any and all claims for damages or Assumption of Risks;Releases one or more of the following actions taken against the Exhibitor:1)the
compensation resulting from or relating to the cancellation,renaming, Exhibitor expressly assumes all risks associated with,resulting from or Exhibitor may be prohibited from exhibiting at the current year's Event
relocation or rescheduling of the Event. and will forfeit all booth payments;2)the Exhibitor may be prohibited from
Exhibit Space Occupancy arising in connection with Exhibitor's participation or presence at the exhibiting at the future events.This list of actions is not exhaustive and
Event,including,without limitation,all risks of theft,loss,harm,damage or
Hours and dates for installing,occupying and dismantling exhibits shall be does not in any way limit available remedies provided in other provisions
those specified by TSMG.If Exhibitor fails to install its display in its assigned injury to the person(including death),property,business or profits of of this Contract or by law or equity.No delay by TSMG in exercising any
space by opening of the exhibit floor or leaves its space unattended during Exhibitor,whether caused by negligence,intentional act,accident,act of right,power or privilege hereunder shall operate as a waiver thereof,nor
the Exhibit hours,TSMG shall have the right to take possession of the God or otherwise.Exhibitor has sole responsibility for its property or any shall any single or partial exercise by TSMG of any other right,power or
space,without releasing Exhibitor from any liability or obligation hereunder, theft damage or other loss to such property(whether or not stored in any privilege hereunder preclude any other or further exercise of any other
and no refund will be due to Exhibitor.All exhibits must be open and courtesy storage area),including any subrogation claims by its insurer. right,Neither TSMG nor the Exhibit Facility accepts responsibil-ity,nor is a power or privilege hereunder.
manned for business during the Event hours.Exhibitor may not dismantle Governing Law
the display until the Event is official) closed b TSMG. bailment created,for property delivered by or to Exhibitor.Neither TSMG
p y y y nor the Exhibit Facility shall be liable for,and Exhibitor hereby releases all This contract is governed by the laws of the State of Nevada as applied to
Listings and Promotional Materials of them from,and covenants not to sue any of them with respect to,any contracts entered into and entirely performed within such state.Exhibitor
By exhibiting at the Event,Exhibitor grants to TSMG -paid,perpetual and all risks,losses,damages and liabilities described in this paragraph. agrees that the courts located in the State of Nevada shall constitute the
non-exclusive license to use,display and reproduce thhee name,trade names exclusive forum for the resolution of any and all disputes arising out of,
Indemnification y provision of
and product names hi Exhibitor in any directory(print,electronic or other connected with or related to this contract or the breach of an
media listing the exhibiting companies at the Event and to use such names Exhibitor Shall on a current basis indemnify,defend(with legal counsel
) g p satisfactory to TSMG),and hold TSMG and the Exhibit Facility harmless this contract.Exhibitor waives any right to assert lack of personal or
n TSMG promotional materials. from any and all claims,demands,suits,liabilities,damages,losses, subject matter jurisdiction and agrees that venue properly lies in Carson
costs,reasonable attorneys'fees and expenses which result from or arise City,NV.
Print Name Company Name
Signature Date 25$7
We understand this application becomes a binding contract when accepted by Travel Show Marketing Group,LLC.We agree to abide by the above General Information,
Rules and Regulations,as well as all details outlined on the reverse side and those listed in the Exhibitor Service Kit.
00
INVOICE 2024041908 TRAVEL AGENCY
OWNERSFORUM 00
TRAV L, 1. Jul/1/2024
Prod u c d y
o ..
.. livaw r.ur ".;rasa°...,
BILL TO: MAKE ALL CHECKS PAYABLE TO:
Markham McGill Travel Show Marketing Group,LLC
67 Monument Ave,Suite 2
1201 White Street, Suite #102 Charlestown,MA 02129
Key West FL 33040 USA Phone: (617)337-5132
(305) 296-152 Fax: (617)337-5954
jim@TraveISMG.com
markham@fla-keys.com Federal ID Number:27-1475536
Quantityi ' C
ost
1 13213 Package 13213 Package $6,995.00
0 $0.00
0 $0.00
0 $0.00
0 $0.00
TABLE NUMBER $ , .0
Balance due in full by: 07/01/2024
Contact Lauren Shoaf Pace with any questions at (850) 443-9945 or lauren@travelsmg.com
if you'd like to upgrade your package or learn more about sponsorship or
marketing opportunities, please contact your salesperson.
METHOD OF PAYMENT-U.S.RINDS ONLY.PLEASE CHECK ONE. RETURN WITH PAYMENT TO:
❑ Check(Make payable to Travel Show Marketing Group,LLC) ❑ Credit Card ❑ Wire Travel Show Marketing Group,LLC
If Payingby Credit Card,please note a 3°,fi service charge will be added. 67 Monument Ave,Suite#2Charlestown,MA 02129
Please identify Travel Show Marketing Group,LLC and your booth number if known. FAX CREDIT CARD PAYMENTTO:
Exhibitor is responsible for any bank fees associated with payment. (617)337-5954
For wre/ACH;(Call your account rep for wire transfer details)
Type of Card (Check Box) Amount to be Charged (Total from above)
❑VISA ❑ MC ❑ AMEX $
NAME
(As It Appears On Credit Card)
BILLING ADDRESS Suite No.
CITY STATE ZIP
PHONE: FAX:
CARD NUMBER CSC/Cw2 I EXP DATE
SIGNATURE
Addendum
Monroe County Contract
Terms and Conditions
The Monroe County Board of County Commissioners (herein after"County"or"'Customer') and Travel
Show Marketing Group, LLC (herein after"Company") agree as set forth below.
The County and Company hereby enter into this addendum to Travel Show Marketing Group,
LLC's supplier contract and TERMS & CONDITIONS°"('Agreement'"). and agrees to the following:
The Agreement includes and incorporates the Supplier Contract, Terms and Conditions and this
Addendum.
The Agreement is a Public Record under Chapter 119, Florida Statutes. The parties agree to comply with
Chapter 119, Florida Statutes.
Payment will be made in accordance with the Local Government Prompt Payment Act, 218.70, Florida
Statutes. Payments due and unpaid under the Agreement shall bear interest pursuant to the Local
Government Prompt Payment Act. Company shall submit to the County invoices with Supporting
documentation that are acceptable to the Monroe County Clerk of Court and Comptroller (Clerk).
Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules, and
regulations as may govern the Clerk's disbursal of funds.
The County S performance and obligation to pay under this Agreement is contingent upon an annual
appropriation by the Monroe County Board of County Commissioners.
The County s'indemnification is limited and subject to the sovereign immunity provisions of Sec. 768.28,
Florida Statutes.
Maintenance of Records: Company 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 five years following the termination of this Agreement.
If an auditor employed by the County or the determines that monies paid to Company pursuant to this
Agreement were spent for purposes not authorized by this Agreement, Company shall repay the monies
together with interest calculated pursuant to Sec. 55.03; FS, running from the date the monies were paid
to Company.
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 Customer and Company
1
2589
agree that venue shall lie in the appropriate court or before the appropriate administrative body in
Monroe County, Florida. This Agreement shall not be subject to arbitration.
Attorney's Fees and Costs: The Parties 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 parry shall be entitled to reasonable attorney's fees and court costs, as an award
against the non-pre prevailing parry, and shall include attorney's fees and courts costs 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.
Nondiscrimination: The Parties 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 parry,
effective the date of the court order. The Parties 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 VII 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 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 maybe 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, 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.
Public Records Compliance. Company 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 Customer and Company in
conjunction with this contract and related to contract performance. The Customer shall have the right to
unilaterally cancel this contract upon violation of this provision by Company. Failure of Company to abide
by the terms of this provision shall be deemed a material breach of this contract and the Customer may
enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing parry, 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. Company is encouraged to consult with its
advisors about Florida Public Records Law in order to comply with this provision.
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Non-Waiver of Immunity: Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the
participation of the Customer and Company 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.
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-parry claim or entitlement to or benefit
of any service or program contemplated hereunder, and the County and the Contractor agree that neither
the Customer nor the Company 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 Agreement separate and apart, inferior to, or superior to
the community in general or for the purposes contemplated in this Agreement.
No Personal Liability: No covenant or agreement contained herein shall be deemed to be a covenant or
agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity,
and no member, officer,agent or employee of Monroe County shall be liable personally on this Agreement
or be subject to any personal liability or accountability by reason of the execution of this Agreement.
E-Verify System - In accordance with F.S. 448.095, Any Contractor and any subcontractor shall register
with and shall utilize the U.S. Department of Homeland Security's F-Verify system to verify the work
authorization status of all new employees hired by the Company 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 Honicland Security's :E-Verify system to verify the work
authorization status of all new employees hired by the subcontractor during the Agreement term. Any
subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or
subconstruct with an unauthorized alien. Company shall comply with and be subject to the provisions of
F.S. 448.095
COUNTY FORMS. By signing this Agreement, Company 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
Company certifies and agrees that Company 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, proposal or reply on contracts to provide any goods or services to a
public entity,may not submit a bid,proposal or reply on a contract with a public entity for the construction
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or repair of a public building or public work, may not submit bids, proposals or replys on leases of real
property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor,
Company 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, Company 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
Customer's competitive procurement activities.
In addition to the foregoing, Company 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 Company has been placed on
the convicted vendor list.
Company will promptly notify the Customer if it or any subcontractor is formally charged with
an act defined as a "public entity crime" or has been placed on the convicted N,endor list.
Ethics Clause
By signing this Agreement, Company 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 Customer 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.
VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS
Company 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 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.
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AS d1c, lVI-Son auttiolked k) Qgn on belia I Cof'Coinpany, I hum by cuaHj that dw comlmny WHed a Rue:
is mq Wed on Be Smithud Compnks th,,.A Boycott Israel List or enyaged in a [-,00ycaAt of is and
Or Pn*vB it SIBMW or nwre is not BMW on either the Scruflni/cd Companies %,6thi Acfivilic.s in
Sudan LW, ffic Scrutinized Companies with Aandies in the Irin 1'errorisn-i List, or in, hushiess
openduk"is in (Ila or Syka,
I WRIL'IrStand that pursuain lo Sc licni 281135, Fknida Sudutes, die subinission of a Jake cerli&Mlorii
nia; sullec,company to civil 1wrialthes,,ansuncy's fbeso and1or co Ms, I Further understand that any contrad
v idt the ("ounty lrray he ierininated,at the option of dw(AimAj if the coinpany is found to,havc submitted
a Use ccrtUkagon or has been placed on the ScruMized C%Manies that Boycott Isaac! List or enf.p�aged
in a Wynn of 1W or Maud on the Scrutinizal Companies vvith Activities in Sudan 1AM or the
Snuthind CAnpuribs "th Activities in the Iran Ternimn LAt or been engaged 41 bUsiness openttions
in (Tuba or S)Tia.
Nmemw i W my Ennilafde at Me Rdlowhg Deparrinent of N/fanagenient Services Site:
d
AnWarry by Mpiing dds Agmernmit,according to law on my oml and tinder lienalty ofperjury, depose
and my dua Out petwon NgriNg on belmWofthe Firm ol'Conipat, Ke Wdu nmkkg the PnMoml Ir the
project described in the, Scope of Work and that I executed the said proposal wi0i full,authority to do so;
the p6ces in Us bid have been anived at hkepciiderifly WhIloi.it cAlusion, constiltatkiii, conviii tin ication
oragreeincra 15or the pmpnw of mswkting compelknq as to any nMr rchkg to such prkes with anv
other bidderor vkith any corriQwui unless otherwise required, by law,flic prices wl-rich have heen qL10t0d,
W Ohs bid have not bcoi knomingy chschmed by Me hidder arui will nca kniawboy be disdowd by die
Hd&r prim to Wd opmirigAwdo UT AWAY,to any uawr MY m to any conWedivor;and no allempt
has been nm& or %vHl lie mad by the hAkr to induct! any caher person, parlaership or coqxnaUon to
submilm on not w subtrdL, a hid loi the jwqNse of rcmdeling ccanpoilm; We mwernems mmudircd h, jis
Aidavit are true and conea, and We fid! knowledgc lluu MOM00 Coriffly relies, ulion flic, truth of'
Q swwmews conwhed in dis aRidavit in awarding cxuaracts Or said pirijea
'Y and Slim g Group, LLA',�
Date
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