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Item G10 G10 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 November 19, 2024 Agenda Item Number: G10 2023-3272 BULK ITEM: Yes DEPARTMENT: Tourist Development Council TIME APPROXIMATE: STAFF CONTACT: Kara Franker N/A AGENDA ITEM WORDING: Approval to pay for expenditures incurred by Visits Florida Keys (VFK) for contracted services with Bill Hanbury/Academy Street, CFO by Design, and Humani HR as needed for Visit Florida Keys (VFK) operations. ITEM BACKGROUND: Approval is requested to process payment for costs incurred under agreements that Visit Florida Keys (VFK) has with Bill Hanbury/Academy Street, CFO by Design, and Humani HR as needed for Visit Florida Keys (VFK) operations (The VFK agreements are attached- The Humani HR Agreement will be updated to include the signature of the Chair of VFK and a not to exceed amount of$100,000.). These Agreements are under the supervision and direction of VFK. The VFK Board members have authorized and approved for VFK to enter into contracts for financial consulting services with CFO by Design, human resources services with Humani HR, and operational and organizational consultant services with Bill Handbury/Academy Street Collaboration. These contracted services will in part address recent audit and risk assessment findings, build and implement corporate structure and operational policies &procedures and establish and implement Destination Marketing Organization(DMO) best practices for VFK. PREVIOUS RELEVANT BOCC ACTION: On June 16, 2021, the BOCC approved the Agreement with 3406 North Roosevelt Boulevard Corporation d/b/a Visit Florida Keys for operating an executive office for tourism promotion in accordance with Monroe County Code Sec. 23-199(d) and(e). INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: 2077 STAFF RECOMMENDATION: Approval DOCUMENTATION: Humani HR Agreement.pdf To be updated with signature page and NTE amount Hanbury and VFK Agreement pdf CFO by Design Agreement.pdf FINANCIAL IMPACT: CFO by Design 116 76077 SC—00036 Bill Hanbury/Academy Street Collaboration 116 75038 SC00036 Humani FIR 116 76007 SC00039 2078 Docusign Envelope ID:5649C5CB-B8BF-4749-86D6-E5A2A74B8D4B SERVICES AGREEMENT This Services Agreement (the "Agreement") is dated September 24, 2024, and is between Humani HR Co. ("Humani") and 3406 North Roosevelt Blvd. Corp d/b/a Visit Florida Keys(the "Client"), both with principal places of business as per section 27 below. Humani agrees to providing consulting services to the Client on the terms and conditions set out in this Agreement.The Client agrees to engage Humani to provide such consulting services on the terms and conditions set out in this Agreement. In consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and Humani (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows: SERVICES PROVIDED 1. The Client hereby agrees to engage Humani to provide the Client with Human Resources consulting services (the "Services"). 2. The Services will also include any other consulting services or products which the Parties may agree on. Humani hereby agrees to provide such Services to the Client. TERM OF AGREEMENT 3. The term of this Agreement(the "Term")will begin on the date first stated above in this Agreement and will remain in full force and effect until terminated by either party as allowed within this Agreement. 4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days'written notice to the other Party. At the end of this 30 days, all Compensation outstanding from the Client to Humani shall be paid in full within 30 days.The outstanding Compensation for any fixed-fee project that Humani had began work on, but not yet completed by the end of the 30-day notice period, shall be determined by Humani in good faith. PERFORMANCE WITHIN 5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. CURRENCY 6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (United States Dollars). COMPENSATION 7. The amount Humani bills the Client for their Services shall herein be referred to as the "Compensation". For the completion of the scopes of work detailed in Appendix A, which also contain estimated costs of said work, Humani will bill the Client at the following "Rates": i. $180 per hour for the Services completed by the HR Business Partner ii. $160 per hour for the Services completed by the HR Consultant Page 1 of 5 5617 Docusign Envelope ID:5649C5CB-B8BF-4749-86D6-E5A2A74B8D4B OTHER AVAILABLE AREAS OF SUPPORT 8. Humani will bill the Client for Other Available Areas of Support at the Rates set out above. Other Available Areas of Support include, but are not limited to: day-to-day HR operational support, compliance audits and rectifications, payroll implementation and management, HRIS implementation and management,termination support, recruiting, compensations reviews, performance management system implementation, other HR projects. 9. For completion of the work in Appendix A, as well as other Other Available Areas of Support, time is billed to the nearest 0.1 hours and a detailed description of the hours billed will be included with each invoice the Client receives. A minimum of 6 hours of time shall be billed per month. 10. Humani's team is efficient and its Other Available Areas of Support require no upfront payment and no long-term contractual obligation.The Client may scale their Services up or down as needed. As such, time billed includes all the time spent by Humani resources performing the Services, including, but not limited to: internal and external meetings, meeting preparatory work, research, document creation, project completion, internal and external email communication, travel should the Client request Humani resources onsite. 11. The Client will be invoiced monthly by Humani for services rendered the month prior. 12. Remittance of payment for invoices is due within 30 days of invoice date. Should the Client become more than 30 days overdue on an invoice payment, Humani reserves the right to immediately terminate this Agreement. All Compensation outstanding from the Client to Humani shall be paid in full within 30 days. 13. Any professional fees incurred from work deemed requiring legal counsel or professional accounting services are not included in the Compensation. These additional fees shall be borne by the Client. No such fees shall be incurred by Humani without prior written approval from the Client. 14. Humani will be reimbursed from time to time for reasonable and necessary expenses incurred by Humani in connection with providing the Services. 15. The Client and Humani may agree in writing to other Services and their respective Compensation rates. 16. Humani reserves the right to modify the per hour rates of Compensation for consulting Services by giving 30 day's notice in writing to the Client. 17. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation. CONFIDENTIALITY 18. Confidential information (the "Confidential Information") refers to any data or information relating to the Client or Humani, whether business or personal,which would reasonably be considered to be private or proprietary to the Client or Humani and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client or Humani. 19. The Client and Humani agree that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Client or Humani has obtained, except as authorized by the Client Page 2 of 5 5618 Docusign Envelope ID:5649C5CB-B8BF-4749-86D6-E5A2A74B8D4B or Humani, or as required by law.The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement. 20. All written and oral information and material disclosed or provided by each Party to each other under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided. OWNERSHIP OF INTELLECTUAL PROPERTY 21. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design, and trade name (the "Intellectual Property") shall remain solely that Parties Intellectual Property, whether it is developed or produced before, during, or after this Agreement. Use of the other Parties Intellectual Property is strictly prohibited, unless approved in writing by the other Party. 22. The name Humani HRTM, Humani HR Method TM, and COHR HRTm are intellectual property of Humani and they, or any parts thereof, may only be used, copied, or referenced, in in any manner whatsoever,with explicit written consent of Humani. RETURN OF PROPERTY 23. Upon the expiry or termination of this Agreement, Humani will return to the Client any property in its possession. CAPACITY/INDEPENDENT CONTRACTOR 24. In providing the Services under this Agreement it is expressly agreed that Humani's employees and officers are acting as independent contractors. Humani and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service. NOTICE 25. Anywhere within this Agreement, "in writing" means either in physical written medium, or via electronic medium such as email or messaging software. 26. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the other Party. 27. Each Party's principal place of business is as follows,which either Party may from time to time notify the other has been modified: Client 3406 North Roosevelt Blvd. Corp d/b/a Visit Florida Keys 1201 White Street#102 Key West, FL 33040 Humani Humani HR Co. 311 Plus Park Blvd., Suite 290 Nashville,TN 37046 Page 3 of 5 5619 Docusign Envelope ID:5649C5CB-B8BF-4749-86D6-E5A2A74B8D4B INDEMNIFICATION 28. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, directors, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever,which result from or arise out of any act or omission or error of the indemnifying party, its respective affiliates, officers, agents, employees, directors, and permitted successors and assigns that occurs in connection with this Agreement.This indemnification will survive the termination of this Agreement. MODIFICATION OF AGREEMENT 29. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing and agreed by each Party by an authorized representative of each Party. TIME OF THE ESSENCE 30. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. ASSIGNMENT 31. Humani will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client. ENTIRE AGREEMENT 32. It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement. ENUREMENT 33. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns. TITLES/HEADINGS 34. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. GENDER 35. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. GOVERNING LAW 36. This Agreement will be governed by and construed in accordance with the laws of the State of Florida. SEVERABILITY Page 4 of 5 5620 Docusign Envelope ID:5649C5CB-B8BF-4749-86D6-E5A2A74B8D4B 37. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. WAIVER 38. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions. NON-SOLICITATION 39. The Client agrees that it will not, directly or indirectly, or in conjunction with any other person as principal, agent, partner, co-venturer, shareholder, investor, advisor, consultant or otherwise, in any manner whatsoever, during the period of the engagement hereunder and for a period of twelve (12) months thereafter, solicit or induce, or attempt to solicit or induce, any person who is an employee of or contractor to Humani during the period of the engagement hereunder to leave the employ of or terminate his or her contract with Humani for any reason whatsoever,without written permission from Humani. -------------------------------------------------------- IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal. DocuSigned by: Signed by: 28B0AEFDBF5F42A... 5DE7BA651F174DA... Signature: Signature: Date: 9/24/2024 Date: 9/24/2024 Carly Holm Kara Franker Founder&CEO President&CEO Humani HR Co. 3406 North Roosevelt Blvd. Corp d/b/a Visit Florida Keys Email: carly.holm@humanihr.com Email: kara@fla-keys.com Page 5 of 5 5621 C14 04 (D LO C11 C11 C11 C, C, (I'll, C, ! rl! rl' ((r QJ `... ...... FT >, E C, 2 aj C, C) r;y . ...... 1�2 .......... .......... Q Q) QJ Q'i , ,(�',j c")ur) aj p fr ID z:, Qj m E c c E Qj .0 (D n wel c9 LL .o QJ C� V o Lu Lu o n ce) C14 (D LO cd dl 0 YP v Q) . ........ Qj (V (t. ...... 0 r2 C, J ur) .... ...... (V Q,I C, )I o rl Q) 0 C, (71 ur) .0 C"i �i.......a, '0 (D n (D c9 LL .0 O LD C) (D LU 0 n Iq C14 (D LO Cll Cll Cll Cf ur) .... ........ err r tt 9f V2 Cf Co ur) (J,) 6f cn ur) I f, rid r rlr ur) Ud (J,) (J,) ur)err I, 0Q, C, x C, I:::: C c, M !I,, rrr r r /�� 7 "�.1 C (('� C, C (?'„ ,r I,,. I r I,, �r ,� .I,� Ct U, m "IE "IE .0 m V2 (J) (J,) Q, < N (D n (D c9 LL .0 ur) I. C) (VIvl ) D ff'f 0 rDID D ff'f 21, o (D LU LU 0 n LO C14 (D LO Cll rl ti Cll Cll ur) 01"'ll Cll Qj Z""F C, (3) C, 65, lu Q c Q �?e C, q," E c "N C, ...... .. ...... C"i J, M Ud C) Q�IGI r(( I, /; b;; r �;�, i Y„ (I. it ` �(�, (I r,,. r.......... 0 (3) ij C, C, cc 0 6 0 .0 .... ......... r. c9 LL m .0 LD ........../�,, C) (D LU LU 0 n (D C14 (D LO Cll Cll jCll Cll ,") Cll Jy ri or) C"i (jr) 5 ....... ...... it 0, r (.......... J,) uo ur) C"i o"') ...... ..... .... ...... fJ .. ...... A, Q) "" rrJ ij (J) ur) ur) ur) V mil / .0 c9 LL .0 ..........%' ur) C) LU 0) LU 0 n I,- CIA (D Lc) C11 C11 c"i ur) r Q) .......... (3) QJ c",it C") C, C, rl C, . ........ ....... .... a ru y'l 7E C) ur) . .II r . ...... ....... ru ru ....... ........ ur) C") ur) (J,) (.. .................... �. n .0 m < N < c9 ILL .0 LD ur) C) LU G) LU 0 n 00 C14 (D Lc) C, C, it ur) Cf ur) Cf r.......... .......... Cf ur) Co 0 .......... ...... ...... (J,) ur) i5, (........) ur) ............. n (J,) .0 c9 0) ILL .0 LO C) G) (D LO o LU LU 0 n a) C14 (D LO cc Cil Cil Cil Cil 0 0 Cf Cf Cf y"I I,i ur) C, I'd "Id ...... ..... ur) Q'� j ('J QJ C, C' C, Cf .... Q ....... ; ) Cl n4 (3) j ....... ..... Q u ur) u . ...... m aj .0 c9 0) LL m .0 (D LU LU 0 n Docusign Envelope ID:5649C5CB-B8BF-4749-86D6-E5A2A74B8D4B Addendum VFK Contract Terms and Conditions 3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys (herein after"VFK"or'-Customer") and Humani HR Co. (herein after "Humani" or"Company") agree as set forth below. VFK and Humani hereby enter into this addendum to the Services Agreement with Humani Agreement'). and agrees to the following: The Agreement includes and incorporates the Proposal/Quote, Services Agreement and this Addendum. VFK is a not-for-profit corporation that supports the Monroe County Tourist Development Council and is funded in part by the Monroe County Board of County Commissioners (County). The following provisions are required by law and policy. 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 VFK 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'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 parry 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 VFK,the County or the Clerk 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 5630 Docusign Envelope ID:5649C5CB-B8BF-4749-86D6-E5A2A74B8D4B 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 parry 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. VFK and Company 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. 2 5631 Docusign Envelope ID:5649C5CB-B8BF-4749-86D6-E5A2A74B8D4B 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. Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and VFK and the Company 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 VFK in his or her individual capacity, and no member, officer, agent or employee of VFK 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 Sccurity'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 Non-Collusion Affidavit-Company 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 Company, 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 VFK and Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. 3 5632 Docusign Envelope ID:5649C5CB-B8BF-4749-86D6-E5A2A74B8D4B Humani HR Co. 3406 North Roosevelt Blvd. Corporation d/h/a Visit Florida Keys DocuSigned by: Signed by: 28B11AEFDBF5F42A... 5DE7BA651 F174DA... Signature Signature Founder & CEO President & CEO Title Title 9/24/2024 9/24/2024 Date Date 4 5633 THIS CONSULTING AGREEMENT dated this 24th day of September 2024 BETWEEN: Visit Florida Keys(VFK) of 1201 White Street, Key West. FL 33040(the Client) -AND— William A. Hanbury,Academy Street Collaboration, LLC of 49 Academy Street, Skaneateles, New York 13252 (the "Consultant") BACKGROUND: A. The Client is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide services to the Client. B. The Consultant is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement. IN CONSIDERATION OF the matters described above,the Client and the Consultant (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows: Consultant Deliverables and Services Provided C. The Client hereby agrees to engage the Consultant to provide deliverables and services as follows: 1. Using the Risk Assessment and 2024 audits as the guiding principles, assist the Chief Executive Officer("CEO") of VFK in expeditiously securing organizational stability, fiduciary control and transparency concerning the VFK's overall mission and KPIs. 2. The Consultant will work with the search firm and the VFK CEO to assist in the search process for the Vice President Legal/Administration and Vice President Finance with the objective of presenting and selecting highly qualified candidates. 3. The Consultant will work in concert with the CEO to review the internal organizational structure, recommend and help deploy structural revisions based on Destination Marketing Organization ("DIVIO") best practices and specific VFK administrative requirements. This process should parallel the management of compliance building guided by the Risk Assessment remediation, audits and the Destination Marketing Accreditation Process ("DMAP") accreditation process (as noted below), 4. The Consultant, in concert with the CEO, will place emphasis on the remediation steps recommended in the Risk Assessment and various audits. As noted in the Assessment's Gap Analysis and four audits, immediate work is required concerning: finance and budgets, 2096 policies and procedures, employee knoxv ining, 00ntnactconlp|iance, thirdparty reliance, risk,� reputation, allocation of valuable public financial resources, etc. The Consultant will advise the CEO on these matters. For continuity and compliance purposes, this procedure will align with the Risk Assessment mitigation, 2024 audit recommendations, and the DK1AP accreditation process. 5. With completion Of the more immediate tasks recommended within the Risk Assessment and audits, the Consultant will provide oversight ofthe DMAP accreditation process. This will require restructuring internal VFNpoUcies and procedures to conform to DK8O best practices. Governance, finance, legal, HR, operations, BI, IT and organizational continuity/resilience will all be evaluated. Using the initial remediation work associated with the Risk Assessment and 2024 audits, VFK's ability to comply with the DMAP standards should beachieved. G. Additionally, the OMAP process will focus on best practices forstrategir/tectica| planning, brand management, marcomm, sales and services, visitor services, membership/partners, destination development and tourism sustainabi|ity. This will require evaluation of internal VFK systems, as well as substantive external analysis of relationships with vendors regarding: brand, advertising, PR, social, vvebuite, promotion, etc. Importantly, this portion of the DMAP process will require interaction with tourism partners and other community stakeholders. 7. The Consultant will participate in CEO listening tours to assist in evaluating the organization's standing with external partners. The Consultant will work with the CEO and staff tO recommend improvements iDthis critical area relative tVconnDlunicatiVOS, expectations, and delivery Of services across the full spectrum OfVFKstakeholders. 8. The consultant will develop a framework for a strategic planning process. This will require the cooperation of a wide array of stakeholders. it should be noted: any strategic planning process requires foundational organization elements that currently may not exist within the VFK. These will need to be built, and a cadence developed for the strategic planning process. This procedure may require assistance from an external firm that specifically has the assessment methodology and stakeholder engagement experience to deliver a robust planning process and the eventual framework for the plan. 9. The Consultant will support the CEO as needed for various meetings with the Monroe CountyTouristDeve|upmnentCounci| ("TD["), DistriotAdxisoryCononnittees ("DAC")s, Welcome Centers, Chambers, public agencies and various other VFK stakeholders. lO. Working with the CEO and County Purchasing, the Consultant will provide advice concerning the to-b8-3uthoredRFPS for both the PR firm and 3d agency aS noted in the Risk Assessment and 2024auditS. 1l. The Consultant will review the Visit Florida Keys Personnel and Policies Manual 1V ensure it reflects industry standards and DK4[> best practices. 2 2097 12. Working with the CEO and appropriate partners, the Consultant will lead the review of VFK's Emergency/Crisis Management Plan. 13. The Consultant will participate in all appropriate staff and stakeholder meetings, plus participate as needed in client meetings and presentations. 14. As other topics emerge which may require short-term resolution, the Consultant will address these topics for remediation in collaboration with the CEO using DMO best practices. Again,the Risk Assessment and 2024 audits will provide functional direction for the Consultant. 15. As needed and in concert with the CEO and HR, the existing VFK staff will be trained/coached to build overall knowledge regarding DMO management excellence. 16. Onboard new employees with a detailed training curriculum concerning DMO management excellence. 17. Working with the CEO, the Consultant will evaluate VFK's paid, earned, shared, and owned media to ensure the existing Marketing and Sales Plan is being properly implemented. Items such as utilizing dashboard optimization, understanding booking cycle dynamics, and "value for money" for full-stack PR and advertising efforts would be part of the focus. 18. If advisable, conduct a benchmark study of selected comp-set Convention Visitor Bureaus ("CVB")s to gain competitive knowledge regarding financial resources, organizational formats, partner relationships, brand and marcomm capabilities. 19. The Consultant will report to the CEO on a day-to-day basis, and conduct regular update meetings, either in-person or via Zoom. Term of Agreement D.The term of this Agreement (the "Term") begins on September 17, 2024 and will remain in full force and effect until January 17, 2024, or subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of both Parties for up to four months under the same criteria as noted below. E. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide 30 days written notice to the other Party. Compensation F. For the services rendered by the Consultant as required by this Agreement, the Client will provide compensation to the Consultant of$250.00 per hour for up to 80 hours per month of allocated time from the Consultant, with the cost not to exceed $20,000 monthly. Total cost of the four month assignment will not exceed $80,000. The Consultant will bill the Client on October 17, November 17, December 17, and January 17 for services previously rendered in 3 2098 these monthly timeframes. No billable time will be allotted by the Consultant for travel time to and from Key West. G.The Client will be invoiced on the dates noted above, and invoices are due within 30 days of receipt. H. 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. Consultant shall submit to VFK 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. I. Maintenance of Records: Consultant 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 VFK, the County or the Clerk determines that monies paid to Consultant pursuant to this Agreement were spent for purposes not authorized by this Agreement, Consultant shall repay the monies together with interest calculated pursuant to Sec. 55.03; FS,running from the date the monies were paid to Consultant. J. For the Client's fiduciary oversight of the Consultant's deliverables and services, a monthly Project Status Report, with billable time allocations,will be included with the invoice to assure audit compliance. This Project Status Report will provide the Client with an ongoing status report on the "Consultant Deliverables and Services Provided" (as outlined in Section C of this agreement). Reimbursement of Expenses K. The Consultant will be reimbursed for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services under this Agreement. These reimbursements are separate from the Consultant Compensation as noted above in Section 5. These reimbursements include: economy plus-class air travel, airport parking, taxis, Uber, rental car, accommodations, and meals (per diem), plus as necessary: photocopies, binding, conference call expenses, etc. All travel will be in accordance with Monroe County Code provisions, Chapter 2, Article III, Division 3, F.S. 112.061 and all County policies. L. The Consultant will adhere to all VFK and Monroe County travel and incidental reimbursement policies. M. Travel must be pre-approved by the Client, and all receipts for reimbursement will be submitted by the Consultant to the Client. 4 2099 N. Estimated travel expenses for the entire project xviUnotexoeed $15i2OO. Confidentiality O. Conftclential information refers to any data or information relating to the business of the Client considered to be proprietary including, but not limited to, accounting and human resource records, business processes, and Client records where the release of that Confidential Information could reasonably be expected to cause harm to the Client. P. The Consultant agrees that he will not disclose, divulge, reveal, report Or use, for any purpose, any Confidential Information which the Consultant has obtained, except 8s authorized by the Client or as required by Monroe County, FL, or State of Florida Government. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement. Q. All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant. Ownership of Intellectual Property K. All intellectual property developed under this Agreement will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner. S. The Consultant may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Consultant will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property. Return of Propert T. Upon the termination of this Agreement, the Consultant will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client. Capacity/independent Consultant U. |n providing the Services under this Agreement, itis agreed that the Consultant i5acting as an independent contractor and not as an employee. The Client is not required to pay any social security, local, state or federal tax, unemployment compensation, Or any other employee benefit for the Consultant during the Term. The Consultant is responsiWe for paying and complying with reporting requirements for all local, state and federal taxes related to payments made to the Consultant under this Agreement. The Consultant retains insurance at the industry standard level and will strictly adhere to all Monroe County procurement procedures. 5 2100 Notice V. All notices and communications required by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows: a) William A. Hanbury, Principal, Academy Street Collaboration, LLC, 49 Academy Street, Skaneateles, New York 13152 b) Kara Franker, CEO, Visit Florida Keys, 1201 White Street, Suite 102, Key West. FL 33040 Indemnification W. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party of any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from any act or omission of the indemnifying party. This indemnification will survive the termination of this Agreement. X. The C'ounty's indemnification is limited and subject to the sovereign immunity provisions of Sec. 768.28, Florida Statutes. Modification of Agreement Y. Any amendment or modification of this Agreement by either Party will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party. Governing Law Z. It is the intention of the Parties to this Agreement that all proceedings be construed in accordance with and governed by the laws of Monroe County, FL and the State of Florida, without regard to the jurisdiction in which any action or special proceeding may be instituted. AA.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 party shall be entitled to reasonable attorney's fees and court costs, as an award against the non-pre prevailing party, 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. 6 2101 Miscellaneous Provisions VFK is a not-for-profit corporation that supports the Monroe County Tourist Development Council and is funded in part by the Monroe County Board of County Commissioners (County). The following provisions are required by law and policy. The Agreement is a Public Record under Chapter 119, Florida Statutes. The parties agree to comply with Chapter 119, Florida Statutes. 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 party, 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. Consultant 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. VFK and Consultant 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 Client and Consultant in conjunction with this contract and related to contract performance. The Client shall have the right to unilaterally cancel this contract upon violation of this provision by Consultant. Failure of Consultant to abide by the terms of this provision shall be deemed a material breach of this contract and the Client 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. Consultant is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. 7 2102 ...n..,M.,.,m,W,.,. ,, .., ..w w i Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and VFK and the Consultant agree that neither the Client nor the Consultant 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 VFK in his or her individual capacity, and no member, officer, agent or employee of VFK 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 E-Verify system to verify the work authorization status of all new employees hired by the Consultant 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 Agreement term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subconstruct with an unauthorized alien. Consultant shall comply with and be subject to the provisions of F.S. 448.095 r I Non-Collusion Affidavit-Consultant by signing this Agreement, according to law on my oath, and under i i penalty of perjury, depose and say that the person signing on behalf of the firm of Consultant, the bidder making the Proposal for the project described in the Scope of Work and that I executed the said proposal with full y u 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 b the bidder prior to bid opening, direct) or indirect) to an other bidder or g Y Y p Y Y, Y a to any competitor; and no attempt has been made or will be made by the bidder to induce any other i person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting I competition; the statements contained in this affidavit are true and correct, and made with full knowledge that VFK and Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. f i i I u r f i j E Pg.8 ,...,.,. . .w__.. w...,. 2103 Illlllllllii I ail iV� "' INN I � Ili Il� fiiiii�lh '� Illp � . 3 iulullli��II�II�I. iII�I i�� o�N.w�m�,rnwa�i illl oum ioq 11 ur w uuuuuuu ;w h ............ William A. Hanbury, Principal Academy Street Collaboration, LLC (Consultant) P e r: Date: Attest: Date: P9.11 n ....... .......... 2105 CFObydesign Letter of Agreement for Financial Assessment, Discovery and Implementation Services between Monroe County TDC/Visit the Florida Keys and CFO by Design, Inc. This agreement is between Monroe County TDC/Visit the Florida Keys(VFK)and CFO by Design, Inc.(CFObd). This agreement is intended to outline the basic responsibilities of each party. Assessment.Transition and Onboarding: Our proprietary assessment is designed to uncover opportunities,troubleshoot problems,and create a customized plan to ensure operational excellence.This assessment will build upon the existing audits and assessment work with a specific focus on financial operations, policies, processes and financial statements all while building in accountability and transparency. The discovery section will include in-person interviews with staff,TDC Board Officers, Monroe County stakeholders and others involved in previous audits and the risk assessment.This phase will coincide with the beginning of interim CFO staffing services. This will lead into the planning and implementation phase of the engagement. I Financial Assessment and Scope of Services: This is the "fact finding" phase of the agreement to allow us to understand, learn and incorporate existing and previous work. • Review and summary of existing audits and assessment, including the audits by Monroe County and Cherry Bekeart, and the risk assessment by Cherry Bekaert. We will be building upon this work, not recreating it. • Review and assessment of current financial statements(those used internally by management and those provided to the TDC board)and, if available, most recent financial audit report along with adjusting entries and management letter. • If available, review and assessment of current financial policies, reserve and investment policies, procedure manuals,travel and entertainment policies,employee handbook and other relevant policy documents. • Review and analysis of budget process. • Review of funding agreements and deliverables. • Review of technology systems used by the finance team. • Review of resource allocation. • Review of Articles of Incorporation. • Review of Bylaws. �f i Discovery: This is the "understanding" phase of the agreement to allow us to clarify,learn, identify pain points and prioritize next steps through in person interviews. Proposed interviewees are listed below but will be collaboratively decided. r I Page Thoughtfully prepared by CFO by design,43M W.William Cannon Drive,Suite 8150#3 128,Austin,TX 78749 512.409,9630 2106 • Executive and senior staff of VFK. • Finance and operations staff of VFK. • Monroe County TDC Board Member(s). • District Advisory Committee Member(s). • Monroe County Finance Staff assigned to VFK. • Monroe County Auditor(s). Cherry Bekaert Auditor(s). I CFO and Controller Services Scope of Services: Services will be finalized after the Assessment and Discovery but will follow this guide and will be designed to begin the process of VFK operating independently from the County. Implementation of software solutions may be required to allow for this work. • Personnel o Recommendations to repurpose staff into a Purchasing Position/Compliance Position o CFObd to provide oversight of process and compliance o Reorganize the administrative/finance department to meet new needs o Hire new qualified staff to fill bandwidth issues o Assist with hiring of CFO/COO position o Prepare a plan to replace Corporation Manager who will retire at year-end • Develop workflow documents for each area of the finance department • Document processes for Workday o Requisition o Purchase Order o Invoices o Supplier Contracts o Expense Reports o Budget versus Actual Reporting(by Fund) o Vendor Detail o Trial Balance o Trial Balance Fund Balances • Develop metrics to tie spending to strategic goals and outcomes • Finance Department Bandwidth o Assist with purchase requestions and purchase orders o Assist in processing invoices o Assist in establishing supplier contracts • Liaison with Attorney for: o General Corporate Legal Advice o Entity Development I o Obtain 501c3 Status i o Organizational Documents ■ Bylaws ■ Articles of Incorporation 2 Page Thoughtfully prepared by CFO by design,4301 W.Willlarn Cannon Drive,Suite 3150#128,Austin,TX 78749 51.2.409.3530 i 2107 � ■ Policies • Develop VFK/TDC Policies o Purchasing and RFP Policy o Financial Policies o Travel and Client Development o Transparency Policy o Vendor Compliance Document • Further research 3406 N Roosevelt checkbook and signing • Develop financial statements to provide transparency to the TDC/BOCC and Public • TDC Board Presentations, as needed • Determine Fund Balances,in collaboration with County Budget Office • Budget o Develop and Document Process o Management o Adjustments to current year budget to tie resources to priorities o Development o Accountability and Metrics • Consultation with President/CEO and other executive team leaders, County staff and Clerk of the County I staff on issues as they arise,to include, but not limited to: o Vendor contracts o Industry Research and Analysis o Assistance with TDC and BOCC Agenda Items o All others necessary for the success of Monroe County TDC/VFK Pricing For all work,we recommend hourly rates as outlined below: • Staff Accountant $115/hour o Various Staff • Controller $150/hour o Annmari Cooper and Jewell Armstrong • Chief Financial Officer $200/hour o Debbie Russell • Principal $250/hour o Julie Hart i To cover travel expenses, in destination rates will increase by$50/hour for each position. This increase will cover airfare, hotel,ground transportation, meals,airport parking, mileage,fuel and any other travel related expenses. Total billing to next exceed$97,000. Disputes While we strive for,and anticipate, a mutually beneficial relationship,should a disagreement or dispute arises between VFK and CFObd,we will first discuss resolution of the disagreement or dispute and make good faith efforts to resolve any issues. No lawsuit will be filed before the parties have mediated the matter. If following 3 1 P a g e Thoughtfully prepared by CFO by design,4301 W.William Cannon Drive,Suite 6150 9 128,Austin,TX 78149 512.409.9630 2108 mediation,a lawsuit becomes necessary, it is agreed that it shall be filed in the District or County Courts of Bastrop County,Texas,and that Texas law will apply. Account Access In order to fulfill its contractual responsibilities to VFK,CFObd will have access to VFK's business and financial accounts. VFK recognizes the important of and agrees that it will cooperate with CFObd in facilitating account access. For the protection of all parties, however, CFObd will not have the ability to transfer funds from any of j VFK's accounts. CFObd Employees We love our team and know that you will,too,and we want to keep them. VFK agrees that it will not solicit for employment any of CFObd's employees for at least six months after any such employee has terminated his or her employment with CFObd. Confidentiality and Non-Disclosure: l CFO acknowledges that we will receive confidential and proprietary information from VFK.We will hold this j information in the strictest of confidence and will take all reasonable precautions to safeguard your information. f We will not disclose this information to any outside third party without your express written consent. r We appreciate the opportunity to serve your needs and look forward to working with you. s Julie Hart ara Franker President/CEO President & CEO For CFO by Design, Inc. For Visit the Florida Keys Date Date November 4, 2024 j i j Diana Schmidt Board Chair For Monroe County TDC/Visit the Florida Keys Date /' W l 4 Page r Thoughtfully prepared by CFO by design,4301 W.William Cannon Drive,Suite 8150#128,Austin,TX 78749 51.2.409,9630 _ _ _ 2109 � i Addendum VFK Contract Terms and Conditions 3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys(herein after"VFK' or Customer"') and CFO by Design, Inc. (herein after"CFObd" or"Company')agree as set forth below. VFK and CFObd hereby enter into this addendum to the Letter of Agreement with CFO by Design, Inc. ("Agreement''). and agrees to the following: The Agreement includes and incorporates the Proposal/Quote, Letter of-Agreement and this Addendum. VFK is a not-for-profit corporation that supports the Monroe County Tourist Development Council and is funded in part by the Monroe County Board of County Commissioners (County). The following provisions are required by law and policy. To the extent that there is any conflict between the Proposal/Quote, Letter of Agreement and this Addendum. This Addendum will supersede and replace any conflicting language. 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, F Florida Statutes.Payments due and unpaid under the Agreement shall bear interest pursuant to the Local Government Prompt Payment Act. Company shall submit to VFK 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. All travel reimbusrements will be subject to the Monroe County Code and Monroe County Board of County Commissioners Policies and Procedures. j I The County� 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 VFK,the County or the Clerk determines that monies paid to Company pursuant to this Agreement were spent for purposes not authorized 1 i 2110 } k I b this Agreement, Company shall repay the monies together with interest calculated pursuant to Y g � p Y pY g Sec. 55.03; FS,running from the date the monies were paid to Company. I 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 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 party shall be entitled to reasonable attorney's fees and court costs, as an award against the non-pre prevailing party, 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 Parries 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. 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. VFK and Company shall allow and permit reasonable access to, and inspection of, all 2 2111 i 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 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. Company is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. 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. I Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms, or any of them,of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and VFK and the Company 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 f covenant or agreement of any member, officer,agent or employee of VFK in his or her individual capacity, and no member, officer, agent or employee of VFK shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. i 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 1. 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 Homeland Security's •ity's F-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 r 4 2112 i I Non-Collusion Affidavit-Company 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 Company, 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 VFK and Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. h f CFO by Design,Inc. W "tignature ' President & CEO Title 11/5/2024 Date I I I I I I 40' 2113 Liz Yongue From: Gomez-Krystal <Gomez-Krystal@MonroeCounty-FL.Gov> Sent: Monday, November 18, 2024 2:41 PM To: Ballard-Lindsey; County Commissioners and Aides; Kevin Madok; Pamela Hancock; Senior Management Team and Aides; Liz Yongue; InternalAudit Cc: Shillinger-Bob; Williams-Jethon; Cioffari-Cheryl; Livengood-Kristen; Rubio-Suzanne; Pam Radloff; County-Attorney; Allen-John; Danise Henriquez; Hurley-Christine; Rosch- Mark; Gambuzza-Dina; Beyers-John; InternalAudit; Kevin Madok; Valcheva-Svilena; Powell-Barbara; Guerra-Cynthia Subject: Item G10 BOCC 11/19/2024 REVISED BACKUP Attachments: AIS 3272.pdf, Services Agreement - Humani HR & Visit Florida Keys - Sep. 24, 2024.pdf Good Afternoon, Please be advised that the agenda item backup has been revised for item G10. "Approval to pay for expenditures incurred by Visits Florida Keys (VFK)for contracted services with Bill Hanbury/Academy Street, CFO by Design, and Humani HR as needed for Visit Florida Keys (VFK) operations. " Sincerely, Executive Administrator Monroe County Administrator's Office 1100 Simonton Street, Suite 2-205 Key West, FL 33040 (305)292-4441 (Office) (305)850-8694(Cell) Courier Stop#1 Notary Public w.r o n r y e c_ u�n1y:�:V_e.gpy i».c z..- Y .�.. _rn groecou�_n�.Y..-.�..:.i» .Y. PLEASE NOTE: FLORIDA HAS A VERY BROAD RECORDS LAW. MOST WRITTEN COMMUNICATIONS TO OR FROM THE COUNTY REGARDING COUNTY BUSINESS ARE PUBLIC RECORDS AVAILABLE TO THE PUBLIC AND MEDIA UPON REQUEST. YOUR EMAIL COMMUNICATION MAY BE SUBJECT TO PUBLIC DISCLOSURE. 1 G10 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 November 19, 2024 Agenda Item Number: G10 2023-3272 BULK ITEM: Yes DEPARTMENT: Tourist Development Council TIME APPROXIMATE: STAFF CONTACT: Kara Franker N/A AGENDA ITEM WORDING: Approval to pay for expenditures incurred by Visits Florida Keys (VFK) for contracted services with Bill Hanbury/Academy Street, CFO by Design, and Humani HR as needed for Visit Florida Keys (VFK) operations. ITEM BACKGROUND: Approval is requested to process payment for costs incurred under agreements that Visit Florida Keys (VFK) has with Bill Hanbury/Academy Street, CFO by Design, and Humani HR as needed for Visit Florida Keys (VFK) operations (The VFK agreements are attached- The Humani HR Agreement will be updated to include the signature of the Chair of VFK and a not to exceed amount of$100,000.). These Agreements are under the supervision and direction of VFK. The VFK Board members have authorized and approved for VFK to enter into contracts for financial consulting services with CFO by Design, human resources services with Humani HR, and operational and organizational consultant services with Bill Handbury/Academy Street Collaboration. These contracted services will in part address recent audit and risk assessment findings, build and implement corporate structure and operational policies &procedures and establish and implement Destination Marketing Organization(DMO) best practices for VFK. PREVIOUS RELEVANT BOCC ACTION: On June 16, 2021, the BOCC approved the Agreement with 3406 North Roosevelt Boulevard Corporation d/b/a Visit Florida Keys for operating an executive office for tourism promotion in accordance with Monroe County Code Sec. 23-199(d) and(e). INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: 1 STAFF RECOMMENDATION: Approval DOCUMENTATION: Hanbury and VFK Agreement pdf CFO by Design Agreement.pdf Services Agreement- Humani HR&Visit Florida Keys - Sep. 24, 2024.pdf FINANCIAL IMPACT: CFO by Design 116 76077 SC—00036 Bill Hanbury/Academy Street Collaboration 116 75038 SC00036 Humani FIR 116 76007 SC00039 2 Docusign Envelope ID: FA52C812-F319-4707-8C6C-52BAA710FF3B SERVICES AGREEMENT This Services Agreement (the "Agreement") is dated September 24, 2024, and is between Humani HR Co. ("Humani") and 3406 North Roosevelt Blvd. Corp d/b/a Visit Florida Keys(the "Client"), both with principal places of business as per section 28 below. Humani agrees to providing consulting services to the Client on the terms and conditions set out in this Agreement.The Client agrees to engage Humani to provide such consulting services on the terms and conditions set out in this Agreement. In consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and Humani (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows: SERVICES PROVIDED 1. The Client hereby agrees to engage Humani to provide the Client with Human Resources consulting services (the "Services"). 2. The Services will also include any other consulting services or products which the Parties may agree on. Humani hereby agrees to provide such Services to the Client. TERM OF AGREEMENT 3. The term of this Agreement(the "Term")will begin on the date first stated above in this Agreement and will remain in full force and effect until terminated by either party as allowed within this Agreement. 4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days'written notice to the other Party. At the end of this 30 days, all Compensation outstanding from the Client to Humani shall be paid in full within 30 days.The outstanding Compensation for any fixed-fee project that Humani had began work on, but not yet completed by the end of the 30-day notice period, shall be determined by Humani in good faith. PERFORMANCE WITHIN 5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. CURRENCY 6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (United States Dollars). COMPENSATION 7. The amount Humani bills the Client for their Services shall herein be referred to as the "Compensation". For the completion of the scopes of work detailed in Appendix A, which also contain estimated costs of said work, Humani will bill the Client at the following "Rates": i. $180 per hour for the Services completed by the HR Business Partner ii. $160 per hour for the Services completed by the HR Consultant Page 1 of 5 Docusign Envelope ID: FA52C812-F319-4707-8C6C-52BAA710FF3B 8. Total Agreement contract value shall not exceed $100,000.00, unless approved in writing by the Client. OTHER AVAILABLE AREAS OF SUPPORT 9. Humani will bill the Client for Other Available Areas of Support at the Rates set out above. Other Available Areas of Support include, but are not limited to: day-to-day HR operational support, compliance audits and rectifications, payroll implementation and management, HRIS implementation and management,termination support, recruiting, compensations reviews, performance management system implementation, other HR projects. 10. For completion of the work in Appendix A, as well as other Other Available Areas of Support, time is billed to the nearest 0.1 hours and a detailed description of the hours billed will be included with each invoice the Client receives. A minimum of 6 hours of time shall be billed per month. 11. Humani's team is efficient and its Other Available Areas of Support require no upfront payment and no long-term contractual obligation.The Client may scale their Services up or down as needed. As such, time billed includes all the time spent by Humani resources performing the Services, including, but not limited to: internal and external meetings, meeting preparatory work, research, document creation, project completion, internal and external email communication, travel should the Client request Humani resources onsite. 12. The Client will be invoiced monthly by Humani for services rendered the month prior. 13. Remittance of payment for invoices is due within 30 days of invoice date. Should the Client become more than 30 days overdue on an invoice payment, Humani reserves the right to immediately terminate this Agreement. All Compensation outstanding from the Client to Humani shall be paid in full within 30 days. 14. Any professional fees incurred from work deemed requiring legal counsel or professional accounting services are not included in the Compensation. These additional fees shall be borne by the Client. No such fees shall be incurred by Humani without prior written approval from the Client. 15. Humani will be reimbursed from time to time for reasonable and necessary expenses incurred by Humani in connection with providing the Services. 16. The Client and Humani may agree in writing to other Services and their respective Compensation rates. 17. Humani reserves the right to modify the per hour rates of Compensation for consulting Services by giving 30 day's notice in writing to the Client. 18. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation. CONFIDENTIALITY 19. Confidential information (the "Confidential Information") refers to any data or information relating to the Client or Humani, whether business or personal,which would reasonably be considered to be private or proprietary to the Client or Humani and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client or Humani. 20. The Client and Humani agree that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Client or Humani has obtained, except as authorized by the Client Page 2 of 5 Docusign Envelope ID: FA52C812-F319-4707-8C6C-52BAA710FF3B or Humani, or as required by law.The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement. 21. All written and oral information and material disclosed or provided by each Party to each other under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided. OWNERSHIP OF INTELLECTUAL PROPERTY 22. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design, and trade name (the "Intellectual Property") shall remain solely that Parties Intellectual Property, whether it is developed or produced before, during, or after this Agreement. Use of the other Parties Intellectual Property is strictly prohibited, unless approved in writing by the other Party. 23. The name Humani HRTM, Humani HR Method TM, and COHR HRTm are intellectual property of Humani and they, or any parts thereof, may only be used, copied, or referenced, in in any manner whatsoever,with explicit written consent of Humani. RETURN OF PROPERTY 24. Upon the expiry or termination of this Agreement, Humani will return to the Client any property in its possession. CAPACITY/INDEPENDENT CONTRACTOR 25. In providing the Services under this Agreement it is expressly agreed that Humani's employees and officers are acting as independent contractors. Humani and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service. NOTICE 26. Anywhere within this Agreement, "in writing" means either in physical written medium, or via electronic medium such as email or messaging software. 27. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the other Party. 28. Each Party's principal place of business is as follows,which either Party may from time to time notify the other has been modified: Client 3406 North Roosevelt Blvd. Corp d/b/a Visit Florida Keys 1201 White Street#102 Key West, FL 33040 Humani Humani HR Co. 311 Plus Park Blvd., Suite 290 Nashville,TN 37046 Page 3 of 5 Docusign Envelope ID: FA52C812-F319-4707-8C6C-52BAA710FF3B INDEMNIFICATION 29. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, directors, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever,which result from or arise out of any act or omission or error of the indemnifying party, its respective affiliates, officers, agents, employees, directors, and permitted successors and assigns that occurs in connection with this Agreement.This indemnification will survive the termination of this Agreement. MODIFICATION OF AGREEMENT 30. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing and agreed by each Party by an authorized representative of each Party. TIME OF THE ESSENCE 31. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. ASSIGNMENT 32. Humani will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client. ENTIRE AGREEMENT 33. It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement. ENUREMENT 34. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns. TITLES/HEADINGS 35. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. GENDER 36. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. GOVERNING LAW 37. This Agreement will be governed by and construed in accordance with the laws of the State of Florida. SEVERABILITY Page 4 of 5 Docusign Envelope ID: FA52C812-F319-4707-8C6C-52BAA710FF3B 38. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. WAIVER 39. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions. NON-SOLICITATION 40. The Client agrees that it will not, directly or indirectly, or in conjunction with any other person as principal, agent, partner, co-venturer, shareholder, investor, advisor, consultant or otherwise, in any manner whatsoever, during the period of the engagement hereunder and for a period of twelve (12) months thereafter, solicit or induce, or attempt to solicit or induce, any person who is an employee of or contractor to Humani during the period of the engagement hereunder to leave the employ of or terminate his or her contract with Humani for any reason whatsoever,without written permission from Humani. -------------------------------------------------------- IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal. DocuSigned by: DocuSigned by: 166A4D15092B9416__ ... Signature: 1211.1) FDBF5F42A Signature: Date: 11/15/2024 Date: 11/18/2024 Carly Holm Diane Schmidt Founder&CEO Chairperson Humani HR Co. 3406 North Roosevelt Blvd. Corp d/b/a Visit Florida Keys Email: carly.holm@humanihr.com Email: diane.schmidt@opalkeywest.com Page 5 of 5 0 C QJ QJ QJ (3) ! �: rl�r ,,. rl' ((r `1r (I: �(N Cf Q�l cc, (AI a a y'l aj C, rr! rrr r:: �`r�;. t:::,� rl. ( `I' (I�,,,. (r", cl. `r::.. � , C) ur) r;y . ...... .......... .......... Q Q) QJ Q'i , ,(�',j ur) Y,I aj ID z:, t Qj Q E E m LL LL N 0 I? (D C) wel C9 .0 QJ cb, N < LL C� V o LU O n cd dl 0 YP C, . ........ Qj (V (t. ...... 0 r/2 C, J ur) .... ...... CD (V Q,I C, )I o Q) 0 p (I (71 C, ur) m LL v,I LL a5 �i.......a, 8, C9 0 0 C) .0 V"') () C) LL o ID LU LU 0 n 0 Cll Cll Cf ur) .... ........ err r 9f V2 Q) 0 Cf Co ur) (J,) 6f cn ur) I f, rid r M rlr ur) Ud (J,) (J,) ur)err I, 0Q, C, x err rrrC, C:: C c, fr M !I,r rrr r r /�� 7 "�.1 C (('� C, C (?',; ,r I,,. 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(J,) ur) i5, (........) ur) m ............. m ILL ILL co ('(„,,/ , .0 C) N < ILL o LU O n C" C" Cil CiCT 0 0 ur) Cf Cf Cf y"I 'J" ur) C, I'd "Id ...... ..... ur) Q'� j ('J QJ C, C' LI . ..... ....... J 1 (I/o Cl n4 (3) j ....... ..... Q u ur) I I f u . ...... m aj LL LL N (D C) C9 C)I- .0 LL o ID LU LU 0 n Docusign Envelope ID: FA52C812-F319-4707-8C6C-52BAA710FF3B Addendum VFK Contract Terms and Conditions 3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys (herein after"VFK"or`-Customer") and Humani HR Co. (herein after "Humani" or"Company") agree as set forth below. VFK and Humani hereby enter into this addendum to the Services Agreement with Humani Agreement''). and agrees to the following: The Agreement includes and incorporates the Proposal/Quote, Services Agreement and this Addendum. VFK is a not-for-profit corporation that supports the Monroe County Tourist Development Council and is funded in part by the Monroe County Board of County Commissioners (County). The following provisions are required by law and policy. 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 VFK 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'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 parry to this Agreement or their authorized representatives, shall have reasonable and timely access to such records of each other parry 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 VFK,the County or the Clerk 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 Docusign Envelope ID: FA52C812-F319-4707-8C6C-52BAA710FF3B 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. VFK and Company 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. 2 Docusign Envelope ID: FA52C812-F319-4707-8C6C-52BAA710FF3B 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. 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 VFK and the Company 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 VFK in his or her individual capacity, and no member, officer, agent or employee of VFK 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 Sccurity'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 Non-Collusion Affidavit-Company 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 Company, 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 VFK and Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. 3 Docusign Envelope ID: FA52C812-F319-4707-8C6C-52BAA710FF3B Humani HR Co. 3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys DocuSigned by: DocuSigned by: G��. �ia.In,t, 28BOAEFDBF5F42A... 66A4D15092B9416... Signature Signature Founder& CEO Chairperson Title Title 11/15/2024 11/18/2024 Date Date 4