HomeMy WebLinkAboutItem D01 D1
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE Mayor James K.Scholl,District 3
The Florida Keys Mayor Pro Tern Michelle Lincoln,District 2
Craig Cates,District 1
David Rice,District 4
Holly Merrill Raschein,District 5
Board of County Commissioners Meeting
February 19, 2025
Agenda Item Number: D1
2023-1380
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 3406 North Roosevelt
Boulevard Corporation d/b/a Visit Florida Keys (VFK) for Presspage, Inc. for digital media newsroom
services;NextFactor Enterprises, Inc. d/b/a MMGY NextFactor to create a strategic plan; Capital Pride
Alliance, Inc. for World Pride Sponsorship; Lease Agreement with Junghi C Weiss and Edward H. Kim
for additional office space in Key West; Lease Agreement with PL Island Outcomes, LLC for
additional office space in Islamorada; Agreement with Rubin Law Associates, PA for intellectual
property related legal services (these legal services were previously contracted by the advertising
agency and are being transitioned to VFK); and Amendments to Consultant Agreements with Academy
Street Collaboration, HumaniHR and CFO by Design. Approval to waive the purchasing policy
requirement to obtain price quotes for services with Presspage, Inc. and Rubin Law Associations is also
sought, these agreements were previously contracted by the public relations and advertising agencies of
record which are now transitioned to and handled by VFK.
ITEM BACKGROUND:
The Agreement with MMGY Next Factor was approved by Visit Florida Keys at their meeting of
December 6, 2024.
Visit Florida Keys authorized the Chairperson or Vice-Chairperson to sign agreements relating to the
transition of agencies at their meeting of December 6, 2025. The Agreements with Rubin Law and
Presspage were previously handled by the Public Relations and Advertising Agencies.
The remaining agreements are to be approved by the VFK Board at their February 5th meeting and will
be executed by the VFK chair upon approval of the agreements.
PREVIOUS RELEVANT BOCC ACTION:
INSURANCE REQUIRED:
No
1524
CONTRACT/AGREEMENT CHANGES:
New Agreements.
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Academy Street Amendment.pdf
CFO by Design VFK I st Amendment.pdf
HumaniHR I st Amendment.pdf
Presspage Agreement and Addendum.pdf
Visit Florida Keys - WorldPride 2025 Sponsorship Agreement- CPA Signed.pdf
MMGY NextFactor.pdf
Islamorada Office Space Lease
Draft Rubin & Rubin—VFK.pdf
Draft Lease 1213 Truman Ave Unit A pdf
FINANCIAL IMPACT:
Academy St. 116-75038
CFO by Design 116-76077
Flumani FIR 116-76007
Presspage 115-75038
World Pride 116-76066
Rubin Law
MMGY Next Factor, Islamorada Lease and Key West Lease:
116 76007
117 77003
118 78003
119 79003
120 70003
121 71003
1525
Amendment #2 to Consulting Agreement
Ah
THIS AMENDMENT to the Consulting Agreement, is entered dated the day of
January 2025, is entered into by and between the 3406 North Roosevelt
Boulevard Corporation d/b/a Visit Florida Keys (Client), a corporation incorporated
in the State of Florida and William A. Hanbury, Academy Street Collaboration, LLC
(Consultant).
WHEREFORE, there was an Agreement entered into on September 17, 2024,
between the parties for the Consultant to provide consulting services to the Client
and,
WHEREAS, it has become necessary to amend the Agreement to extend the
consulting services for an additional four months;
NOW THEREFORE, in consideration of the mutual covenants contained herein, the
parties agree to amend the Agreement as follows:
1. The Consultant will expand the scope of his assignment to include the
following new deliverables and services and to amendment Consultant
Deliverable and Services Provided to add the following under Paragraph C:
20) The Consultant will continue to lead the Sales Department, as Interim DOS,
for the duration of the amended Agreement. This will include: leading weekly
sales meetings, coordination of sales mission and tradeshow staff assignments,
oversight of Sales Department financial authorizations, and as required,
participation in selected sales department assignments. Further, the Consultant
will lead the logistics and partner support for World Pride 2025, to be held in
Washington DC in May 2025.
21) The consultant will author and conduct a six-week destination marketing
organization (DMO) training program for new VFK employees and existing
personnel. Each employee will participate in up to six one-hour training modules
which will cover a wide range of DMO best practices and tourism industry
knowledge. Further, the Consultant will continue to support other employee
onboarding activities as required by the organization.
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22) The Consultant will assist the Vice President Marketing & Communications
in building the VFK management structure for internalizing public relations
functions and oversight of the new external advertising agency.
23) The Consultant will lead the drafting and issuing of a new RFP for exhibition
design, build, and logistic services. As needed, the Consultant will advise the RFP
Selection Committee during the respondent evaluation process.
24) The Consultant will assist the Senior Director of Technology & Partnerships
and the Senior Director of Strategy & Special Projects concerning website/digital
platform development and new partner initiatives, respectively. This could include
grant and co-op program review and possible revisions.
25) The Consultant will assist with the start-up of the DestinationNEXT strategic
planning process, and support the CEO as needed in the initial stages of the
project. The DestinationNEXT process will be facilitated by the firm NEXTFactor, a
subsidiary of MMGY Global.
26) The Consultant will lead the planning and authoring of the Sales
Department portion of the FY2025-26 Marketing Plan, and assist the Vice
President Marketing & Communications, and other senior VFK leadership in
authoring the overall Plan. Further, the Consultant will work with the CEO and
COO/CFO concerning the development of the FY2025-26 Budget.
27) The Consultant will continue to work on the following deliverables and
services as outlined in the original Consulting Agreement. This includes:
a) Supervise the VFK Remediation Plan relative to the Risk Assessment and
the four County Audits.
b) Assist the CEO as needed with employee recruitment and searches by
identifying and vetting perspective employees.
c) Work with the CEO regarding internal organizational structure.
d) Advance the VFK preparations relative to the eventual DMAP
accreditation process.
e) Participate in weekly senior leadership meetings and full staff meetings.
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f) Address short term issues and topics as identified by the CEO, which may
require resolution.
g) Report to the CEO on a day-to-day basis and be part of regular meetings
regarding management strategy and tactics, either in person or via
zoom.
2. The Term of Agreement will be revised to add the following:
The term of agreement will be extended to June 5, 2025, and may be
subject to earlier termination as provided by the original Agreement.
3. The Agreement shall be revised to amend the COMPENSATION paragraph
to add the following:
For services rendered by the Consultant, as required by this Amended Consulting
Agreement, the Client will provide compensation for the Consultant of $250 per
hour for up to 42 hours per month of the Consultant's allocated time for a cost not
to exceed $10,500 monthly. The total billable-hour cost of the four-month
Consulting Assignment will not exceed $42,000. The Consultant will invoice the
Client monthly for services previously rendered in the month. No billable time will
be allocated by the Consultant for travel time to and from Key West.
4. The Agreement shall be revised to amend the REIMBURSEMENT OF
EXPENSES paragraph to add the following:
Estimated travel expenses for the four-month timeframe (from approximately
February 2025 to June 2025) will not exceed $8,000. The Consultant will continue
to adhere to all VFK reimbursement of expense provisions as required by the
original agreement.
5. All other provisions, as noted in the original Consulting Agreement, are
unaffected by this amendment and remain in full force and effect.
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In witness therefore the parties have set their hands and seal on this day and year
first above written:
3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys
By
Chairperson
Print Name
Date
Academy Street Collaboration, LLC
BY
Principal
Print Name
Date
4
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Amendment(15tAmendment)to Services Agreement
THIS AMENDMENT to Agreement dated this day of 2025 is entered
into by and between the 3406 North Roosevelt Boulevard Corporation d/b/a Visit Florida Keys
(Client), a corporation incorporated in the State of Florida and CFO by Design, Inc. (CFObd)
WHEREAS, there was an Agreement entered into on September 24, 2024 between the
parties for CFObd to provide consulting services to Client; and
WHEREAS, it has become necessary to amend the Agreement to extend the completion
date of the Agreement; and
NOW THEREFORE, in consideration of the mutual covenants contained in herein, the
parties agree to amend the Agreement as follows:
1. Paragraph (enter paragraph number to header name) shall be revised to read:
2. The remaining provisions of this Agreement dated September 24, 2024, shall remain in full
force and effect.
1 st Amendment to Agreement—CFO by Design
1
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IN WITTNESS WHEREFOR, the parties have set their hands and seal on the day and year first
above written.
3406 North Roosevelt Boulevard Corporation d/b/a Visit Florida Keys
By
Chairperson
Print Name
Date:
CFO by Design, Inc
Tl��
President
Julie F Hart
Print Name
Date: 1/21/2025
1 st Amendment to Agreement—CFO by Design
2
1531
Docusign Envelope ID: DB975B2F-0781-43F6-AA7F-87A355C7309B
Amendment (1 st Amendment) to Services Agreement
THIS AMENDMENT to Agreement dated this 9th day of January 2025 is entered into by
and between the 3406 North Roosevelt Boulevard Corporation d/b/a Visit Florida Keys (Client),
a corporation incorporated in the State of Florida and Humani HR Co. (Humani)
WHEREAS, there was an Agreement entered into on September 24, 2024 between the
parties for Humani to provide consulting services to Client; and
WHEREAS, it has become necessary to amend the Agreement to revise the permissible
reimbursable cost to include reimbursement of Human Resource Software; and
NOW THEREFORE, in consideration of the mutual covenants contained in herein, the
parties agree to amend the Agreement as follows:
1. Paragraph 15 should be revised to read: Humani will be reimbursed from time to time for
reasonable and necessary expenses incurred by Humani in connection with providing
these services including reimbursement for HRIS Software with BambooHR which
includes a one-time activation cost in the amount of $499.50 and reoccurring monthly
cost of $565, as adjusted.
2. The remaining provisions of this Agreement dated September 24, 2024, shall remain in
full force and effect.
1 st Amendment to Agreement — Humani HR
1
4536
Docusign Envelope ID: DB975B2F-0781-43F6-AA7F-87A355C7309B
IN WITTNESS WHEREFOR, the parties have set their hands and seal on the day and
year first above written.
3406 North Roosevelt Boulevard Corporation d/b/a Visit Florida Keys
CDocuSignetl by:
ix a-S"ik
1114DIIII211119_.
By
Chairperson
Diane Schmidt
Print Name
Date: 1/22/2025
Humani HR Co.
DocuSignetl by:
l 28BOAEFDBF5FG2A
CEO
Carly Holm
Print Name
Date: 1/10/2025
1 st Amendment to Agreement — Humani HR
2
4537
(03 PRESSPAGE
Quote for Services
Florida Keys and Key West Press page B.V.
3406 North Poosevelt Blvd.Corporation d/b/a Visit Florida Keys Joan Muyskenweg 22
Key West, FL 33040 1096 CJ Amsterdam
United States The Netherlands
CoC number 30246191
VAT number: NL819891988B0I
Heidi Barfels
heidiCdfla-keys.com
Prepared by: Bob Siebeling
Reference:20241219-143754682 b.siebelingCcbpresspage.com
Quote expires:January 18,2025
SUBSCRIP'nON ITEMS QUANTITY PRICE DISCOUNT TOTAL
Premium Plan - Base 1 $20,010.00 $4,110.00 $15,900.00/year
/year after$4,110.00
discount
for I year
Premium Plan - 5 $0.00/year $0.00/year
Included seats for I year
SUMMARY
Annual subtotal $15,900.00
after$4,110.00 discount
Total $15,900.00
1534
Period of service:12 months,as of February 1,2025
Base Plan includes:
Newsroom-Branded with additional styling options I I language I CRM&Branded email and newsletter distribution
Social distribution I Newsroom and campaign analytics/data I User level management I SLA&99.9%uptime guarantee
Support during business hours 1480 media inquires per year included.
Purchase Terms
Signatu e
Y Jan 29, 2025
Signature Date
JA Schalkwijk
Printed name
Countersignature
Countersignature Date
Printed name
1535
Version 09.2024
Presspage Inc.Terms and Conditions
This document sets out the conditions that apply to Customers that wish to use the Service of
Presspage Inc.These Terms and Conditions govern any and all use of the Service as specified and
defined below.The most recent version of the Terms and Conditions can be found on the Presspage
website.
1. Definitions
1.1. In these Terms and Conditions the terms listed below, written with an initial capital, have the
following meaning:
Account., a personal section that is managed by the Customer and is
created when the Customer registers for the Service;
Agreement., the agreement(of which these Terms and Conditions, the
Data Processing Agreement, the Acceptable Use Policy as
found on Presspage's website, and the Service Level
Agreement form part) between Presspage and the Customer
for access to and use of the Service via an Account;
Customer., a legal entity with whom Presspage has entered into an
Agreement to deliver the Services;
Customer Content., all content, including but not limited to information,videos
and photos, personal data, E-mails and Releases, uploaded by
the Customer through the Service, with the exception of the
Media Database.
Data Processing Agreement. the Data Processing agreement("DPA") between Presspage
and Customer which forms an integral part of the Agreement.
IP Rights: all intellectual property rights and related rights, such as
copyrights, trademarks, patent rights, design rights, trade
names, database rights and neighbouring rights, as well as
rights regarding know how and sui generis intellectual
property rights;
Media Database: a database containing media outlet and journalist(contact)
information, accessible within the Account;
Presspage, Inc. 12045 W Grand Ave., Ste S I Chicago I IL 60612 1 (312)256 9985
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Newsroom: the repository where all Releases reside;
Platform: the platform created by Presspage through which the
Services are provided;
Presspage: PressPage, Inc., a Delaware corporation, having offices at 125
S. Clark Street, 17th Floor, Chicago, IL 60603 or any other
entity as stated in the Agreement;
Presspage Mail: the integrated e-mail service offered through -and as part of-
the Service that allows a Customer to create, send, and
manage e-mail messages (each message is called an"E--mail")
to individual recipients and or groups of recipients;
Quote for Services: The quotation offered by Presspage that has been accepted
by the Customer.
Release(s): a webpage containing material that a Customer creates,
processes, improves, aggregates, publishes and/or distributes
via the Service, including but not limited to video,
photographic,visual and/or audio material, as well as texts;
Service: the services that Presspage provides to Customers through
the Platform, including but not limited to Newsroom,
Presspage Mail and Media Database with which the Customer
may upload Customer Content;
Service Level Agreement. the service level agreement("SLA") between Presspage and
User which forms an integral part of the Agreement;
Terms and Conditions: these Terms and Conditions which forms an integral part of
the Agreement;
User., a third party, -either a natural person or a legal entity,
affiliated companies or third party contractors -to whom
Customer allows direct access to the Service via Customer's
Account.
2. Applicability
1537
2.1. These Terms and Conditions form part of all Agreements and govern any use made of the
Service by the Customer and its User(s) as from September 1, 2022.
2.2. In case the Customer allows the User direct access to the Service, the Customer accepts that
the Customer is at all times responsible and liable for the use of the Service by the User via
the Customer's Account.The Customer shall defend, indemnify and hold Presspage harmless
from and against any and all damages, losses and costs arising directly or indirectly from
and/or related to the use of the Service by the User via the Customer's Account.
3. Registration for the Service and Customer obligations
3.1. In order to use the Service, the Customer must register for an Account in the manner
described by Presspage in the registration process and in the Agreement.A party must
provide accurate and complete registration information and keep this information up to date.
It is not allowed to: (i) use a false name or an e-mail address owned or controlled by another
person; or(ii) use as a username a name subject to any third-party rights, without appropriate
authorization.
3.2. The Customer will be responsible for keeping its username and password combination secret
and shall ensure that the Users comply with this obligation.
3.3. Presspage reserves the right to change the login procedure, the password and/or the
username if it considers it necessary in any circumstances.
3.4. The number of Users is limited to the number of Users agreed in the Quote for Services.The
Customer will be retrospectively charged for additional users.This shall not limit any other
remedies available to Presspage hereunder.
3.5. The Customer is not permitted to perform any(non)functionality tests (e.g. security tests)
without the prior written approval of Presspage.
3.6. The Customer will always act in accordance with the most current Acceptable Use Policy as
stated on the Presspage website. Customer will be informed of any material change to the
Acceptable Use Policy by E-Mail.
4. The Service and Presspage's warranty
4.1. The Service delivers the functionalities and complies with the specifications that the parties
may agree in the Quote for Services. In absence of any specifications , the Service delivers
those functionalities and complies with those specifications that are described on the
Presspage website or in any related Service documentation published by Presspage and
current on the effective date of the Quote for Services. However, Customer understands and
accepts that the Services may change during the term of the Agreement to meet the changing
demands of all customers of Presspage, provided, however, that the Services may not
materially derogate from the Parties' explicit agreements in the Quote for Services in relation
to the Service functionalities, specifications or purpose.The Service changes may include but
are not limited to procedural and technical modifications and/or improvements to the Service.
Presspage may implement any such changes, without prior written notification.
1538
4.2. Unless provided otherwise in the Data Processing Agreement, Presspage shall be entitled to
subcontract the provision of Services entirely or in parts, provided that Presspage ensures
that any such subcontractor is subject to confidentiality obligations that are as restrictive as
those contained in the Agreement.
4.3. Presspage warrants that the Service remains compliant with article 4.1 for the term of the
Agreement in accordance with the terms of the Service Level Agreement.
4.4. In case of alleged defects that have been notified by Customer in accordance with the Service
Level Agreement, Presspage shall rectify these defects in due time. In addition, Customer may
claim the remedies that are granted in the Service Level Agreement, which will be the sole
exclusive remedies in case of a Service defect.A notified defect qualifies as material breach in
the sense of article 13.3 only, in case Presspage's rectification efforts fail at least twice and in
case such notified defect qualifies as"urgent"as defined in the Service Level Agreement.
5. Newsroom & Release
5.1. The Customer is aware of and accepts that Presspage has no knowledge of the Newsroom
and Release created and made available by the Customer via the Service. Presspage does not
inspect and/or edit the Newsroom, Customer Content and Releases and is not required to do
so.The Customer is fully responsible and liable for all acts that it performs using the Service,
in particular the creation, processing, provision and distribution of the Newsroom, Customer
Content and Releases and its content.
5.2. The Customer undertakes not to make any Newsroom and Release available that conflicts
with any applicable legislation or regulations; or that conflicts and/or is in breach with other
provisions of these Terms and Conditions.
6. Presspage Mail
6.1. The Customer understands and agrees that Presspage Mail makes use of services provided by
MailGun Technologies, Inc, ("MailGun"). Presspage has no knowledge of the content of
Presspage Mail and functions solely as processor within the meaning of the applicable data
privacy laws insofar the Customer transfers content, any personal data and/or information to
Presspage Mail.
6.2. Presspage will use reasonable efforts to deliver the E-mail messages, but does neither warrant
nor guarantee successful delivery.Third party filtering services and other policies of recipient
mail services may prevent successful delivery of messages.
6.3. Presspage uses a default sender domain to enable Customers to send Emails. Deviation from
and/or changes to the default settings is at Customer's own risk.
6.4. The Customer is aware that Presspage Mail is not suitable for sending confidential information
and understands that Presspage can neither warrant nor guarantee that confidential
information sent using Presspage Mail will remain confidential.The Customer is responsible
for encrypting any sensitive data it uses in conjunction with Presspage.
7. Media Database
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7.1. The Customer understands and agrees that the Media Database makes use of services
provided by Agility PR Solutions Limited ("Agility").Agility and Presspage are equally entitled to
the rights and benefits under this article and Agility may enforce the provisions of this article
as if it were a party hereto. Presspage has no knowledge of the content of the Media Database
and functions solely as processor within the meaning of applicable data privacy laws insofar
the Customer transfers content, any personal data and/or information from the Media
Database to the Platform (third-party beneficiary).
7.2. The Customer acknowledges and agrees that the Media Database shall be used solely for the
purpose attributed to the Media Database, meaning to allow the Customer to develop and
cultivate relationships with media contacts working within targeted industries relevant to the
Customer.
7.3. Customer is prohibited to commercialize, including but not limited to sell, rent, trade, lease,
copy, download, export or store, (access to)the Media Database other than for the express
purposes under article 7.3.The Customer is not allowed to provide access to the Media
Database to third parties.
7.4. The Customer is prohibited to distribute, publish, or allow access or linking to the Agility API
from any location or source other than the Platform.
7.5. Customer represents and warrants that it will comply with all applicable laws and regulations
regarding the use, transmission, handling, security and privacy of any Content, including but
not limited to laws regarding spam and the General Data Protection Regulation, if applicable
Customer indemnifies and holds Presspage harmless against any claims of third parties
relating to or following from the use of Customer Content.
8. Prices and payment
8.1. The prices for the use of the Service are stated in the Quote for Services. Unless otherwise
expressly provided, all the prices stated are exclusive of, if applicable,VAT, sales tax, or other
charges imposed by the authorities and administrative charges.
8.2. The parties will record in the Agreement the date or dates on which Presspage will charge the
Customer the fee for the Services.The Customer will pay the invoices in accordance with the
payment conditions recorded in the invoice.Absent a specific arrangement, the Customer will
make payment within thirty days of the invoice date.The Customer will not be entitled to set
off or suspend any payment, unless Presspage has acknowledged the underlying counterclaim
of Customer or such counterclaim has been finally adjudicated by a court of competent
jurisdiction.
8.3. Once a year, Presspage increases the prices for the Services with 6% in accordance with this
article 8.3 to compensate for e.g. increases in personnel, operating and comparable costs and
to compensate improvements of the Service that have been introduced by Presspage during
the term of the Agreement. Presspage shall notify the Customer of the price increase in
writing three months prior to the implementation of the price increase; the price increases
shall not apply to periods for which the Customer has already made payments.An increase of
the prices within the initial period of the Agreement shall not be permitted.
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8.4. Presspage has the right to charge the Customer for services performed outside the scope of
the Terms and Conditions and/or the Service Level Agreement against an hourly rate of$ 200,-
9. IP Rights
9.1. Subject to the conditions in these Terms and Conditions, the Customer and/or its licensors will
remain the owners of the IP Rights in respect of the Customer Content.The Customer
acknowledges and agrees that, by making the Customer Content available through the
Service, it automatically grants a free of charge, unencumbered, worldwide, non-exclusive
license to use, multiply, distribute and publish the Customer Content, insofar as necessary in
order to provide the Service.
9.2. The IP Rights regarding Presspage's website, Presspage Mail, the Newsroom, the Service, and
the Media Database, including, without limitation, the IP Rights on the texts, pictures, design,
photographs, software, audio-visual material and other material are vested in Presspage
and/or its licensors.
9.3. Subject to the conditions in these Terms and Conditions, Presspage grants the Customer a
limited, personal, irrevocable, nonexclusive, non--sublicensable, non-transferable right to use
the Service. It is not permitted to remove, render illegible, conceal or change any notifications
or statements regarding IP Rights.
9.4. The Customer shall defend, indemnify and hold Presspage harmless from and against any
damages, losses and costs arising from and/or related to third party claims based on the
claim that the Customer Content made available by the Customer using the Service in any
manner infringes any third party rights (including though not limited to any IP Rights)and/or is
otherwise wrongful.
9.5. Upon the termination of the use of the Service being effective, Customer Content will stay
available for download by Customer in the Account and in a format specified by Presspage, for
a period of 1 month, after which the Account and Customer Content will be permanently
deleted by Presspage. During this month, this Agreement shall continue to remain in full force
and effect.
10. Confidentiality
10.1. Parties ensure that all information - such as data, designs, documentation, software -
received from the other party and is known or should have been known by the receiving party
as confidential, is kept strictly confidential.The receiving party shall use such confidential
information solely for the purposes it was provided for and shall not disclose or otherwise
dispose of such confidential information to third parties, unless it is obliged to do so by legal
requirement or verdict. In that case the disclosing party shall inform the other party of the
legal requirement or verdict, unless laws prohibit such notice.
10.2. The receiving party will use all reasonable efforts to safeguard the confidential information of
the other party, in the same way and on the same level as it would safeguard its own
confidential information.
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10.3. All copies, extracts and notes thereof made by the receiving party shall remain the other
party's property and shall be treated as confidential information of the other party. Upon
termination of this Agreement, the receiving party shall, at the request of the other party,
promptly return to the other party all confidential information of the other Party which the
receiving party may then have in its possession.
11. Privacy
11.1. In the context of the use of the Service, the Customer will provide Presspage personal data.
Presspage will process and use such personal data in accordance with the Data Processing
Agreement between Customer and Presspage and the Privacy Statement.
11.2. The Customer realizes and acknowledges that the username that it stated during the
registration procedure could appear in the Newsroom and/or Releases published and that any
personal data contained in the username can therefore be made public.
11.3. Both the Customer and Presspage are compliant with all applicable privacy laws.
12. Limited Liability
12.1. Presspage's liability for an attributable breach to perform this Agreement, or for an unlawful
act or any other act or omission by Presspage, its employees or third parties engaged by it,
explicitly including any failure to perform a guarantee obligation agreed with Customer and
any indemnification obligation, is limited to compensation of direct damages only. Presspage's
total, cumulative liability for direct damages will never exceed 50%of the payments received
from Customer in the preceding 12 months of the date on which the damages first occurred.
12.2. Direct damage means, exclusively:
12.2.1. reasonable expenses that Customer would have to incur to make Presspage's
performance conform to the Agreement, unless the Agreement is rescinded by
Customer;
12.2.2. reasonable expenses incurred by Customer to determine the cause and scope of
the damage, insofar as the determination relates to direct damage within the
meaning of this Agreement; and
12.2.3. reasonable expenses incurred to prevent or mitigate damage, insofar as they
relate to direct damage within the meaning of this Agreement.
12.3. Presspage shall not be liable for any indirect, special or consequential loss arising out of or
related to this Agreement, including any loss of profits, loss of contracts or loss of opportunity
(whether direct or indirect)arising out of or related to this Agreement.
12.4. The liability for loss of Customer Content or any other data or information is limited to the
effort required to restore such data or information if Customer had made backups at
reasonable intervals considering the criticality of the Customer Content, data and information.
12.5. Presspage accepts no liability whatsoever for the Customer Content and therefore also not for
any damage among Customers or third parties that is due to errors in the Customer Content.
12.6. Customer defends, indemnifies and holds Presspage harmless from and against any and all
third party claims, on any ground whatsoever, for reimbursement of damages, losses, costs or
1542
interests related to or arising from his use of the Service and/or any violation of the
Agreement.
13. Term and termination
13.1. The Agreement regarding the use of the Service is concluded for a period of twelve (12)
months, unless the parties have otherwise agreed in writing in the Quote of Services.After the
initial term, the Agreement will each time automatically be extended by a period of one year,
unless one of the parties terminates the Agreement in writing while observing a notice period
of at least one month before the end of the initial or extended term.
13.2. In the event that the Customer purchases other Services during the term of the Agreement,
the Agreement regarding the use of those additional Services will be concluded for the
remaining term of the initial Agreement and will be extended in accordance with article 13.1.
13.3. Apart for Customer's termination right as per article 15.4, either Party is entitled to terminate
this Agreement by written notice to the other Party only for reasons of material breach of this
Agreement by the other Party.A material breach deems to exist specifically in the following
events:
-as specified by article 4.4;
-the other Party fails to cure any non-performance or any breach of a material obligation of
such other Party within thirty(30)days after receipt of written notice; or
-the other Party becomes insolvent or makes an assignment for the benefit of creditors or
ceases to do business or institutes or has instituted against it any proceedings for bankruptcy,
reorganization, insolvency, or liquidation or other proceedings under any bankruptcy or other
law for the relief of debtors; and does not terminate such proceedings within thirty(30)days.
13.4. In the event of termination, any performance already delivered and the payment obligations
related to it will not be the subject of reversal.Amounts invoiced by Presspage before the
termination in connection with anything that it has already performed or delivered in
implementing the Agreement will continue to be owed and will become immediately due and
payable at the time of the termination.
13.5. Upon termination of the Agreement for any reason whatsoever, the Customer's right to use
the Service will end immediately and his access to the Service will be terminated immediately.
Upon termination, Presspage may immediately remove the Account, including the Newsroom
and/or Customer Content.After termination, Presspage will not be required to provide any
information, material and/or Customer Content to the Customer, without prejudice to article
9.5.
13.6. Articles 6.1, 7.1, 9, 10, and 12 will survive the termination.
14. Notification
14.1. In order to put an end to the violation of third party rights as soon as possible, Presspage has
developed a procedure by means of which the presence on the Presspage's website and/or
the Newsroom and/or Release(s)of allegedly wrongful material can be notified to Presspage:
the Notification of Alleged Wrongful Material www.Presspage.com/notify.
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14.2. Presspage is not liable for any loss related to the wrongful use of the Service. Presspage will
merely be required, subject to the conditions stated below, to remove obviously wrongful
material after receipt of a Notification.
14.3. Presspage will be liable only if it fails to block the material in question or to put an end to the
wrongful act, unless it has actual knowledge by means of the Notification of the fact that the
material or the activity is obviously wrongful.
14.4. Presspage reserves the right not to comply with a request to block material or to put an end to
an activity if it has valid reason to doubt the correctness of the Notification or the lawfulness
of the evidence provided, or if it is not required to do so on the basis of a weighing of
interests. In that context, for instance, Presspage may require a judgment of a competent
court in the State of New York, which judgment proves that the material in question is
unmistakably wrongful.
14.5. Presspage will not in any manner be a party to a dispute between a Customer and a third
party that files a Notification.
14.6. The Customer acknowledges that Presspage and all its affiliated businesses, as well as its
Board of Directors, Directors, employees, representatives and legal successors is/are not liable
for any third party claims related to the blocking or removal of material.This also relates to all
losses and costs incurred or yet to be incurred by Presspage or that Presspage may incur in
connection with such a claim, including but not limited to reimbursement of the agreed costs
of legal assistance.
15. Miscellaneous
15.1. The Agreement and any disputes arising in connection with it(including any non-contractual
disputes or claims)will be governed by and construed in accordance with the laws of the State
of New York and the parties shall submit to the exclusive jurisdiction of the New York State
Court.All disputes between User, Customer, and Presspage shall be finally and bindingly
resolved under the International Arbitration Rules of the American Arbitration Association in
front of a sole arbitrator.The place of arbitration shall be New York, New York.The language
of the arbitration shall be English.ANY CAUSE OF ACTION, REGARDLESS WHETHER IN
CONTRACT,TORT OR OTHERWISE, MUST COMMENCE WITHIN ONE (1)YEAR AFTER THE CAUSE
OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
15.2. If these Terms and Conditions are or become partially invalid, the Customer and Presspage
will remain bound by the other provisions. Presspage will replace the invalid part with
provisions that are valid and whose legal consequences, in light of the content and scope of
these Terms and Conditions, are as similar as possible to those of the invalid part.
15.3. Unless provided otherwise by mandatory law, neither Party may assign the Agreement,
transfer its obligations or assign its rights hereunder without the prior written consent of the
other Party, whose consent will not be unreasonably withheld. Notwithstanding the foregoing
and without consent of the Customer,
(a) Presspage may assign this Agreement(fully or partially), transfer its obligations or assign
its rights hereunder to one of its affiliates, and
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(b) Presspage may assign this Agreement(fully or partially), transfer its obligations or assign
its rights hereunder to a third party to whom all or substantially all assets of the business
unit performing this Agreement are transferred.
15.4. Presspage may at any time during the term of the Agreement amend or supplement these
Terms and Conditions (hereinafter collectively referred to as amendment).The Customer will
be notified in writing of these amendments, in which notification amendments will be
mentioned.These new Terms and Conditions will be applicable as of the next renewal date of
the Customer.
15.5. Presspage may use the Customer's name, trademarks or logo or any variations thereof in
promotional materials, provided no reference is made to the services performed or properties
involved.
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Data Processing Agreement
This Data Processing Agreement is made and entered
Between:
Presspage Inc., a company incorporated in the United States and having its registered office at 2045
W. Grand Ave., Ste B, Chicago, IL 60612, USA("Processor")
And
Customer("Controller")
Together `parties'
Consider the following
• The Processor provides services for the benefit of the Controller;
• The Controller and the Processor concluded an agreement regarding the purchasing of
Processor's services, of which this Processors Agreement is a part,
• Within the context of the performance of this contract, Presspage is deemed a processor
within the meaning of Section 4(8) of the GDPR and Controller is deemed a controller
within the meaning of Section 4(7) of the.
• The parties wish to establish a number of conditions that apply to their relationship in
connection with the processing of personal data for the Controller, partly in implementation
of the provisions of Section 28, third paragraph of the GDPR.
Agree to the following
1. Definitions
1.1. In this Processing Agreement, the following terms shall have the meaning set out below:
Agreement The Agreement concluded between the Controller and the Processor
and on the basis of which the Processor processes Personal Data for
the Controller for the purpose of the performance of this Agreement.
GDPR Regulation (EU)2016/679 of the European Parliament and of the Council
of 27 April 2016 on the protection of natural persons with regard to the
Processing of Personal Data and on the free movement of such data,
and repealing Directive 95/46/EC (General Data Protection Regulation).
Personal Data All information relating to a Data Subject as referred to in Section 4(1)
GDPR.
Personal Data Breach A breach of security leading to the accidental or unlawful destruction,
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loss, alteration, unauthorised disclosure of, or access to, Personal Data
transmitted, stored or otherwise processed, as referred to in Article
4(12)GDPR.
Data Subject The identified or identifiable natural person to whom the Personal Data
pertain, as referred to in Article 4(1)GDPR.
Processing Agreement This Processing Agreement and all appendices thereto, as referred to in
Article 28(3)GDPR.
Processing As well as conjugations of this verb: the processing of Personal Data as
referred to in Section 4(2)GDPR.
Sub-processor The subcontractor, engaged by the Processor to perform specific
processing activities at the Controller's expense, as referred to in
Section 28(4)GDPR.
Third-party A natural or legal person, public authority, agency or body other than the
Data Subject, the Controller or the Processor.
1.2. The provisions of the Agreement apply in full to the Processing Agreement. With regard to the
processing of Personal Data, the provisions of this Processing Agreement prevail.
2.Applicability and duration
2.1. This Processing Agreement is applicable to every Processing done by the Processor on behalf
of the Controller, in the context of the Agreement.
2.2. This Processing Agreement forms a supplement to the Agreement and replaces any
arrangements agreed earlier between the Parties in respect of the Processing of Personal Data.
2.3. This Processing Agreement shall be deemed to have commenced on the starting date of the
Agreement and continues indefinitely until one month after the expiration and/or termination of the
Agreement. After this month, the Account and Customer Content w ill be permanently deleted and
Processor will cease the Processing of Personal Data.
2.4. This Processing Agreement cannot be terminated separately from the Agreement.
3. Processing of personal data
3.1. The Controller and the Processor have concluded the present Processing Agreement for the
Processing of Personal Data in the context of the Agreement. An overview of the types of Personal
Data, the categories of Data Subjects and the nature and purpose of Processing is included in
appendix 1 .
3.2. The Processor undertakes to Process Personal Data only for the purpose of the activities
referred to in this Processing Agreement and/or the Agreement. The Processor will not use the
Personal Data which it Processes under this Processing Agreement for its own or third -party
purposes in any way without the Controller's express written consent, unless a legal provision
requires the Processor to do so. In such case, the Processor shall immediately inform the Controller
of that legal requirement before Pro cessing, unless that law prohibits such information on important
grounds of public interest.
3.3. The Processor is entitled to outsource the Processing on the Controller's instruction to Sub -
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processors, either wholly or in part, which parties are described in appendix2 . In case the Processor
wishes to enable other Sub -processors, the Processor will inform the Controller of any intended
changes concerning the addition or replacement of other Sub -processors. The Controller needs to
object to such changes within five (5)w orking days.
3.4. Where the Processor engages a Sub -processor, the same data protection obligations as set out
in this Processing Agreement shall be imposed on that Sub -processor by way of a contract or other
legal act, in particular providing sufficient guarantees to implement appropriate technical and
organisational measures in such a manner that Processing will meet the requirements of this
Processing Agreement.
3.5. The Processor will only be permitted to transfer Personal Data outside the European Economic
Area if this is done in compliance with the applicable statutory obligations.
3.6. The Processor is solely responsible for the Processing of Personal Data under this Processing
Agreement, in accordance with the legitimate instructions of the Controller and under the express
(final) responsibility of the Controller. For all other Pro cessing of Personal Data, including but not
limited to the collection of Personal Data by the Controller, Processing for purposes not reported to
the Processor by the Controller or not included in this Processing Agreement, Processing by third
parties and/ or for other purposes, the Processor is not responsible or liable. Responsibility and
liability for these Processing activities rest exclusively with the Controller.
4.Technical and organisational security measures
4.1. The Processor will implement (or arrange the implementation of) appropriate technical and
organisational measures to ensure a level of security appropriate to the risks. These measures will
guarantee an appropriate level of security, taking into accou nt the state of the art and the costs of
implementation, in view of the risks entailed by Personal Data Processing and the nature of the data
to be protected. The Processor will, in any case, take measures to protect Personal Data against
accidental or unl awful destruction, accidental or deliberate loss, forgery, unauthorized distribution
or access, or any other form of unlawful Processing.
4.2. The Processor will provide a document which describes the appropriate technical and
organizational measures to be taken by the Processor. This document will be attached to this
Processing Agreement as appendix3 . The Controller acknowledges having taken cognizance of
the relevant measures and by signing this Processing Agreement, the Controller agrees with the
measures taken by the Processor. The Processor is entitled to amend and/or replace certain security
measures, while maintaining an equivalent le vel of security.
5.Audit
5.1. When so requested by the Controller, the Processor will enable the Controller, or experts
(including external experts) designated by the Controller, to inspect and audit the implementation of
this Data Processing and, in particular, the security measu res taken by the Processor, at most once
per calendar year, subject to a reasonable notice and with written permission of the Processor, to
adequately monitor compliance with what has been agreed between the Parties. Such an audit will
at all times be carr ied out in a manner that has as little effect as possible on the normal business
operations of the Processor. Such audit shall be undertaken at the expense of the Controller.
5.2. The audit in Article 6.1 of this Processing Agreement, will only take place if the Controller has
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requested and assessed similar audit reports available at the Processor and the Controller provides
reasonable arguments that justifies an audit initiated by the Controller. Such an audit is justified when
similar audit reports present that the Processor g ives no or insufficient information about compliance
with this Processing Agreement.
5.3. In case the Processor is of the opinion that an instruction relating to the provisions of this Article
6 infringes the GDPR or other applicable data protection legislation, the Processor will inform the
Controller immediately.
6. Personal Data breach
6.1. In the event the Processor becomes aware of a Personal Data Breach it i)will notify the Controller
without undue delay, and ii)will take all reasonable measures to prevent or limit (further)violation
of the GDPR.
6.2. The Processor will, insofar as reasonable, provide all reasonable cooperation requested by the
Controller in order for the Controller to comply with its legal obligations relating to the identified
incident.
6.3. The Processor will, insofar as reasonable, assist the Controller with the Controller's notification
obligation relating to the Personal Data to the Data Protection Authority and/or the Data Subject, as
meant in Section 33(3) and 34(1) GDPR. The Proces sor is never held to report a Personal Data breach
with the Data Protection Authority and/or the Data Subject.
6.4. The Processor will not be responsible and/or liable for the (timely and correctly) notification
obligation to the relevant supervisor and/or Data Subjects, as meant in Section 33 and 34 GDPR.
7. Confidentiality
7.1. The Processor will require the employees that are involved in the execution of the Agreement
and the Processing Agreement to sign a confidentiality statement —whether or not included in the
employment agreement with those employees —which in any cas e states that these employees must
keep strict confidentiality regarding the Personal Data.
6. Cooperation
8.1. The Processor will, insofar as reasonably possible, provide all reasonable cooperation to the
Controller in fulfilling its obligation pursuant to the GDPR to respond to requests for exercising rights
of Data Subjects under the GDPR. The Processor will forward a complaint or request from a Data
Subject with regard to the Processing of Personal Data to the Controller as soon as possible, as the
Controller is responsible for handling the request. The Processor is entitled to charge any costs
associated wi th the cooperation with the Controller.
8.2. The Processor will, insofar as reasonably possible, provide all reasonable cooperation to the
Controller in fulfilling its obligation pursuant to the GDPR to carry out a data protection impact
assessment (Section 35 and 36 GDPR).
8.3. The Processor will provide the Controller with all the information reasonably necessary to
demonstrate that the Processor fulfills its obligations under the GDPR. The Processor is entitled to
charge any possible costs with the Controller.
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9. Liability
9.1. With regard to the liability and indemnification obligations of the Processor under this Processing
Agreement the stipulation in the Agreement regarding the limitation of liability applies.
9.2. Without prejudice to article 9.1 of this Processing Agreement, the Processor is solely liable for
damages suffered by the Controller and/or third -party claims as a result of any Processing, in the
event the specific obligations of the Processor under the GDPR are not complied with or in case the
Processor acted in violence of the legitimate instructions of the Controller.
10.Termination
10.1. If this Processing Agreement and/or the Agreement ends in any manner whatsoever, and/or
when the Controller so requests, the Processor will, unless mandatory law provides otherwise and
without prejudice to article 2.3 of this Processing Agreement:
a) cease all use or other Processing within the meaning of the GDPR of the Personal Data,
unless the Controller requests the Processor to continue the Processing; and
b) ensure in any case within thirty (30)working days, or within a period agreed between the
Controller and the Processor, that all documents and/or other information carriers which
contain and/or relate to Personal Data (including all copies in any form what soever) are, at
the Controller's discretion, (i) returned to the Controller in a format specified by the
Processor and/or (ii)destroyed at the Controller's written request.
11. Final provisions
11.1. With respect to the Processing of Personal Data, in the event of any conflict between the
provisions of the Processing Agreement and the Agreement and/or other applicable terms and
agreements, the provisions of this Processing Agreement prevail.
11.2. Obligations under the Processing Agreement that are intended by their nature to continue after
termination of this Processing Agreement will continue to apply after termination of this Processing
Agreement.
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Appendix 1: Personal Data
Subject matter and duration
The subject matter: providing the Processor's services to the Controller involves the Processing of
Personal Data. The Personal Data will only be processed by the Processor for the purpose of the
activities referred to in this Processing Agreement and/or t he Agreement.
The duration: set out in article 2.3 of this Processing Agreement.
The nature and purpose
The Processor provides services to the Controller according to the Agreement concluded between
the Controller and the Processor. The Processor processes Personal Data on behalf of the Controller
for the purpose of performing the Agreement.
The types of Personal Data to be processed
Data categories (not limitative):
• E-mail addresses
• Name, Address and City data
• Any personal information within press releases
• All data that is disclosed by the Controller to the Processor in using the Processor's
services
The categories of Data Subjects to whom Personal Data relates
• Customers of the Services
• Visitors of the Services
• Contact lists (PR related)
- Journalist contacts, from the Agility Media. Database
Locations of data processing
Presspage Database: Frankfurt, Germany
Mai/gun: US Re g io n
Agility PR Solutions: Canada
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Appendix 2: Sub-processors
The Processor makes use of the following Sub-processors:
Company Sub-processor Service
Mailgun Provide the Presspage Mail Service.
Amazon Web Services Virtual servers and containers on which our database is stored.
Agility PR Solutions Provide the Media Database Service
The Processor has entered into (sub) processing agreements with these Sub-processors.
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Appendix 3:Technical and Organizational Measures
Pseudonymization and encryption of personal data
Measures:
- Pseudonymisation en encryption of personal data
Confidentiality
Physical Access Control
No unauthorized access to data processing facilities. Measures:
- Entrance security (opening doors by using security tags)
- Surveillance installation (e.g. alarm systems)
- Rules for visitors in place (e.g. register at the reception and escorting the visitors)
Electronic Access Control
No unauthorized persons can make use of the data processing systems. Measures:
- Authentication (e.g. password policy/requirements/protection, two -factor authentication)
- Authorization (e.g. authorization concept for terminal devices and system, devices and
systems can only be accessed by entering usernames and passwords, access attempts
monitored, access authority specified and checked)
- Automatic blocking/locking mechanisms
- Using security software (e.g. anti -malware, VPN, firewall) including automatic updates
lnternalAccess Control
No unauthorized reading, copying, changes or deletions of data within the system. Measures:
- Authorization and roles concept implemented for applications
- Rules for authorizing users and data access implemented
- Regular review of authorizations
- Need-based rights of access
- Access restrictions and limitations are imposed
- Administration of rights by system administrator
- Separation of test and productive environment
- Logging (e.g. write -access logged, unauthorized access attempts logged)
- Regular and ad hoc analyses carried out
- Integrity checks carried out
Integrity
Data Transfer Control
No unauthorized Reading, Copying, Changes or Deletions of Data with electronic transfer or
transport. Measures:
- Encryption
- Special security software (e.g. anti -malware, VPN, firewall)
Data Entry Control
Input control refers to the action taken to ensure that checks can be carried out, whether and by
whom personal data is entered into a Data Processing System, is changed or deleted. Measures:
- Regular review of logs
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Document Management
Availability and Resilience
A vaiiabiiity Control
Prevention of accidental or willful destruction or loss. Measures:
- Monitoring (system condition regularly checked)
- Backup and recovery plan
- Contingency plans including regularly tests
- Redundancy systems (servers, storage, etc.)
- Data archiving strategy implemented
- Fully operation physical protection systems in place (e.g. fire alarm system, emergency
plan, A/C)
- Backup strategy (online/offline/on -site/off -site)
- Uninterruptible Power Supply (UPS)
Rapid Recovery
- Recovery plan is in place
- Regular tests of data recovery
Procedures for regularly testing, assessing and evaluating
- Data Protection Management
- Contract control
- Any employee of Presspage will sign a non -disclosure agreement
- Vulnerability scanning
- Penetration testing
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Appendix 4: Service Level Agreement
This document outlines the service levels to be provided in the delivery of the Presspage
service. It also provides service delivery parameters, against which the delivery of the service
can be evaluated.
Presspage is offered as a SaaS solution and therefore accessible through your internet browser.
No software installation is required on your servers and/or desktop computers.
1. Response time
Presspage shall use commercially reasonable efforts to respond to problems with the Service
detected by Presspage and/or submitted by clients, and provide a fix or workaround to the
problem, within the timeframes set forth below. Clients must acknowledge t hat there can be no
guarantee with respect to the maximum time required to fix a problem.
1 Urgent* 1 hour 8 hours
2 Minor** 1 business day 3 business days
3 Requests*** Discretionary, based on request Discretionary, based on request
* A defect that disrupts all or significant service to the client, and that cannot be fixed with a
(temporary)workaround.
** A defect that causes disruption to the Service or a major piece of functionality works
inconsistently, but a workaround does exist.
*** A wish that would enhance functionality/efficiency, but is not at all related to a disruption of
the Service. I.e. a new feature or enhanced functionality for the development roadmap.
2. Service uptime commitment
For the purpose of measuring the quality of service that Presspage is delivering to customers,
Presspage provides the following commitment:
Presspage will provide customer access to the SaaS production application on a twenty four hour,
seven days a week (24x7) basis at an annual average rate of 99.9% ("SaaS Services Uptime
Metric")during the contractual period.
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The SaaS Services Uptime Metric commences on the Go Live Date. "The Go Live Date" is the date
at which the customer's representative publishes the complete news environment (read:
newsroom), and all users on the customer side have become familiar with soft ware by means of
the online kick-off training provided by Presspage.
3. Measurement method
On a (calendar) quarterly basis, the SaaS Services Uptime Metric willbe defined using the
measurable hours in the quarter(totaltime minus planned downtime, including maintenance,
upgrades, etc.) as the denominator. The numerator is the denominator value minus the time of any
outages in the quarter(duration of alloutages combined)to give the percentage of available
uptime (2,198 actualhours available / 2,200 possible available hours = 99.9% availability). An
"outage"is defined as two consecutive monitor failures within a five -minutes period, lasting until the
condition has cleared.
The SaaS Services Uptime Metric shall be measured using two neutral third-party services.
4. Recovery time
As the Presspage platform is hosted in multiple datacenters worldwide, a complete outage is very
rare. However, in case of a severe disruption of service an emergency protocol can be activated
when allother potential solutions have been depleted. This protocolwill recover the entire
Presspage platform within 2 hours, using an array of backups.
5. Reporting
Presspage willprovide uptime metrics upon customer request of the last full calendar quarter. If a
customer does not agree with the uptime metrics provided, written notice of the dispute must be
provided to Presspage within fifteen (15 days) of receipt of the uptime report.
6. Boundaries and exclusions
The SaaS Services Uptime Metric shall not apply to performance issues caused by the following:
1. Overalllnternet congestion, slowdown, or unavailability;
2. Unavailability of generic Internet services (e.g. DNS servers) due to virus or hacker
attacks;
3. Force majeure events as described in the terms of agreement;
4. Actions or inactions of Customer(unless undertaken at the express direction of Presspage)
or third parties beyond the control of Presspage;
5. Aresult of Customer equipment or third -party computer hardware,software,or network
infrastructure not within the sole control of Presspage;
6. Scheduled SaaS infrastructure maintenance.
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7. Software --as--a--Service credits
Presspage exceeding, meeting, or failing to meet the service uptime metrics as measured over any
full calendar quarter may be reflected in adjustments to the duration of the initial contract period
(12 months) for the service pursuant to the following schedule ("Service Credits"):
Between 99.9% - 100% Meets goals
Between 99.0% - 99.9% Tolerable One (1) month extension of the term of the
SaaS contract at no cost to the customer.
Below 99.0% Unacceptable Two (2)month extension of term of the SaaS
contract at no cost to the customer.
The SaaS Service Credits shallbe cumulative and extend the initial term of the SaaS agreements at
no cost to the Customer. Therefore, any renewal of SaaS agreement shallbe effective after SaaS
Service Credits have been fully utilized. The annual Service Credits are capped at three (3) months
per annum.
8. Support
Clients of Presspage can get on-demand support by phone, e-mail(accountmanager) and the
built-in ticket system. Support is available in EU/US office hours,providing significant coverage.
The ticket system is the preferred channel, as our account managers and developers get instant
updates on any activity and can balance the load. Depending on the type of request however, a
phone call or elaborate email(with attachments)might be needed.
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Addendum
VFK Contract
Terms and Conditions
3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys (herein after",VFK: or
Customerf') and Presspage, Inc. (herein after"Presspage" or"Company-) agree as set forth
below.
VFK and Presspage, Inc. hereby enter into this addendum to the Terms and with Presspage
Agreement"). and agrees to the following:
The Agreement includes and incorporates the, Price Quote, Terms and Conditions 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.
Travel, as approved by VFK, shall be reimbursed to the CONSULTANT, but only to the
extent and in the amounts authorized by Section 112.061, Florida Statutes and in accordance
with Monroe County Code Chapter 2, Art. IIL, Div. 3 and Monroe County Travel Policies.
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 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
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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 agree that venue shall lie in the appropriate court or before the appropriate
administrative body in Monroe County,Florida. This Agreement shall not be subjectto 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
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1559
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 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.
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 Security's F-Verify system to
verify the work authorization status of all new employees hired by the Company during the term
of the Contract and shall expressly require any subcontractors performing work or providing
services pursuant to the Contract to likewise utilize the U.S. Department of Hou le]and 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
3
1560
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.
Presspage, Inc.
Signature
Title
Date
4
1561
Docusign Envelope ID:04BE562A-D212-49EE-88AC-B9A677DCA4D9� � '
I /
"-wcarlldpride
� r.ST( d i(,2025
WorldPride 2025 Advocacy Agreement
This agreement dated the 315T day of January 2025 is between Capital Pride Alliance, Inc. ("CPA") and
3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys (sponsor) as outlined herein.This
agreement is exclusive and confidential to the parties listed and shall not be applicable to any other
party now or in the future.The terms of this agreement expire on the 31st day of December 2025.
As a True Colors Gold Advocate for WorldPride 2025, sponsor will provide the following to CPA:
• $75,000 CASH USD—to be invoiced separately. Funds are due 30 days from the signed
agreement.
In exchange for a sponsorship as outlined above, CPA will furnish sponsor with the following rights and
amenities for WorldPride 2025:
• Recognition as a True Colors Gold Advocate from date of signed agreement through December
31, 2025. Includes visibility in media and marketing across all digital platforms (web, social
media, email).
• WEB/SOCIAL MEDIA BENEFITS:
o Logo with click-thru link on the CPA and WorldPride 2025 websites on the advocate
(Advocates Page) page
0 2 Facebook posts provided by sponsor
0 2 tweets per year provided by sponsor
0 2 Instagram posts per year provided by sponsor
• EMAIL NEWSLETTER BENEFITS:
o Logo and link in Newsletter emailed at least once per month through December 2025
0 1 dedicated email sent to the full Capital Pride email list (date TBD)
• WORLDPRIDE 2025 OFFICIAL PRIDE GUIDE BENEFITS:
o Logo inclusion on Advocate page
o Full-page advertisement (specs forthcoming)
• PARADE BENEFITS(June 7, 2025)
o Medium Pride Parade contingent: 2 vehicles or 1 float+ 150 marchers
o Priority Parade placement—Section 2—4
o Logo inclusion on Grandstand Banners
o Ability to provide giveaway items for Grandstand Seats
1562
Docusign Envelope ID:04BE562A-D212-49EE-88AC-B9A677DCA4D9
'worldpride
4A ri I Ah Kt2025
• FESTIVAL BENEFITS(June 7, and 8,2025)
o Up to a 10 x 30' Festival Booth
o Opportunity to provide your own branded tent/activation.
o Opportunity for premier placement of covered booth at the Pride Festival
• MEDIA/ADVERTISING BENEFITS:
o Licensed use of Capital Pride Alliance "Official Advocate" logo and WorldPride 2025 logo
o Logo on volunteer t-shirts
o Logo inclusion in Advocate Appreciation Advertisements in local, regional, and national
media
o Logo inclusion in the WorldPride 2025 Final Impact Report
• EVENT ACCESS:
0 12 Festival VIP Experience tickets
0 8 Opening Ceremony tickets
0 8 Closing Ceremony tickets
The rights and amenities listed above are inclusive of all rights and amenities to be provided to the
sponsor and the sponsor shall have no claim to any other benefits other than those listed in this
agreement. Registration for the Parade and Festival each year is required in addition to this agreement.
If CPA is required to fully or partially cancel the event, CPA and the sponsor will first negotiate "make-
goods" or alternative rights or benefits to replace any rights and benefits not substantially delivered, and
second, if make-good or alternative benefits cannot be agreed upon, negotiate in good faith a refund
corresponding to the value of the rights or benefits not provided as determined by the parties. Please
note that sponsorship fees are otherwise non-refundable for any other reason unless provided for
herein.
Each party represents and warrants that it shall secure and maintain insurance coverage sufficient to
cover any and all claims and liabilities which may arise out of or are related to its obligations under this
agreement, including comprehensive liability coverage in a minimum amount of$1 million.
2000 14th St., NW—Suite 105 -Washington, DC 20009 (202) 719-5304 capital pride.org
1563
Docusign Envelope ID:04BE562A-D212-49EE-88AC-B9A677DCA4D9
'worldpride
4 N I Ah Kt2025
For 3406 North Roosevelt Blvd. Corporation For Capital Pride Alliance, Inc.
d/b/a Visit Florida Keys
("Sponsor")
DocuSigned by:
Nay 66S
990HE4DCA1249D...
(Signature) (Signature)
Ryan Bos
(Printed Name) (Printed Name)
Executive Director
(Title) (Title)
January 31, 2025 1 3:10 PM EST
(Date) (Date)
2000 14th St., NW—Suite 105 -Washington, DC 20009 (202) 719-5304 capital pride.org
1564
Docusign Envelope ID:04BE562A-D212-49EE-88AC-B9A677DCA4D9
Addendum
VFK Contract
Terms and Conditions
3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys (herein after""VFK"or"Customer")and
Capital Pride Alliance, Inc. (herein after"CPA" or``Company"") agree as set forth below.
VFK and Capital Pride Alliance,Inc. hereby enter into this addendum to the Advocacy Agreement with
CPA (('Agreement's"). and agrees to the following:
The Agreement includes and incorporates the Advocacy 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.
Travel, as approved by VFK, shall be reimbursed to the CONSULTANT, but only to the extent and
in the amounts authorized by Section 112.061, Florida Statutes and in accordance with Monroe
County Code Chapter 2, Art. III., Div. 3 and Monroe County Travel Policies.
The County'sindemnification 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 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 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
1
1565
Docusign Envelope ID:04BE562A-D212-49EE-88AC-B9A677DCA4D9
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 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 11, 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
2
1566
Docusign Envelope ID:04BE562A-D212-49EE-88AC-B9A677DCA4D9
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.
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 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 or the Company
in his or her individual capacity, and no member, officer, agent or employee of VFK or the Company 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(if applicable)-In accordance with F.S.448.095,Any Contractor and any subcontractor
shall register with and shall utilize the U.S. Department of Homeland Security's F Verify system to verify
the work authorization status of all new employees hired by the Company during the term of the Contract
and shall expressly require any subcontractors performing work or providing services pursuant to the
Contract to likewise utilize the U.S. Department of Honickwid Sccurity'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
Capital Pride Alliance, Inc.
DocuSigned by:
�.ja�n, f j6S
� l]�A1249D...
Executive Director
Title
January 31, 2025 1 3:10 PM EST
Date
3
1567
00
W
in
JgNextFactor
This Agreement("Agreement")is effective as of January 8,2025("Effective Date")
between:
1. NEXTFactor Enterprises,Inc.,dba MMGY NextFactor,an incorporated company with its offices c/o Dentons,250
Howe Street,20th Floor,Vancouver, BC,V6C 3118(the"Supplier");and
2. 3406 North Roosevelt Boulevard Corporation(dba Visit Florida Keys),a Florida corporation,501(c)with offices
at 1201 White Street,#102, Key West, FL 33040("Client").
(each a"Party"together the"Parties")
BACKGROUND:
With effect from the Effective Date, the Client appoints the Supplier to perform the services outlined in the attached
Proposal according to the following terms.
1. Services
1.1 In order to carry out the Services, the Client shall be required to provide third-party material or information
which has been produced or sourced by the Client (the "Client Materials"). The Client understands and agrees
that it shall be solely responsible for the Client Materials and their contents. The Client shall ensure that the
Client Materials do not violate or infringe upon the intellectual property rights of any third party in any way.
1.2 The Parties agree that, in carrying out the Services,the Supplier shall only be held responsible for all works and
materials that it prepares or produces. The Supplier shall not be held responsible for any losses, claims, costs,
liabilities, damages and expenses suffered or incurred by the Client arising directly or indirectly from the use by
either Party of the Client Materials.
2. Payment
2.1 The Client shall be invoiced $118,260 USD for services rendered from January 2025 to June 2025, to be
invoiced at the end of each month based on completion of the phases set forth in the budget detail.
Project tasks and deliverables are fully outlined in the budget details in the attached proposal. All fees(the
"Fees") in respect of the Services shall be calculated by reference to the rates specified in the attached
proposal and shall be payable by the Client to the Supplier no more than 30 days after the date of the
Supplier's invoice,unless stated otherwise.
2.2 Compensation is determined by the amount of time and expertise required to execute the project in the
attached Proposal. If new initiatives outside those outlined in the attached proposal are added to the
project, Supplier may recommend adjusting the compensation or working on an agreed-upon hourly rate to
execute the additional work.
2.3 Payment will be made in accordance with Florida's Local Government Prompt Payment Act, 218.70 et seq.,
and any applicable interest for late payment will be calculated per the terms of the Act.
3. Expense Reimbursement
3.1 Client agrees to reimburse expenses related to travel (airfare, ground transportation, meals) which will be
invoiced by Supplier at cost,estimated at but not limited to$31,200 USD.
3.2 Client also agrees to reimburse Supplier at cost for expenses related to hosting any meetings, retreats, or
community events related to the development of this plan. if Supplier contracts with a vendor or supplier on
Client's behalf,Supplier will use its best efforts to obtain favorable payment terms.
1
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JqNextFactor
4. Termination
4.1 Either Party may terminate this Agreement by giving ninety (90) days prior written notice to the contacts
identified for notice under this Agreement. The termination of this Agreement for any reason shall be
without prejudice to any existing or due payment obligations of the Client under this Agreement.
S. Warranties
5.1 Each Party warrants and represents to the other that:
5.1.1 it is duly formed and validly existing under the laws of its jurisdiction of formation;
S.1.2 it has full power and authority to enter into and perform its obligations under this Agreement;
S.1.3 it shall not knowingly violate or infringe upon the intellectual property rights of the other Party
or any third party; 1
5.1.4 any and all of a Party's intellectual property rights are and will remain the sole and)exclusive
property of such Party;
5.1.5 a Party will not acquire any rights in the other Party's intellectual property rights or in any
developments or variations of the intellectual property rights of the other Party;and
5.1.6 this Agreement is a legal, valid and binding obligation, enforceable in accordance with its terms
and conditions.
5.2 Subject to Clause 1.4, each Party (the "Indemnifying Party") shall indemnify the other Party, from and
against any and all direct losses, claims,costs, liabilities,damages and expenses suffered or incurred by such
other Party (the "Indemnified Party") arising from or in connection with any willful or negligent act or
omission by the Indemnifying Party or any breach by the Indemnifying Party of this Agreement or applicable
laws or the intellectual property rights of the Indemnified Party and/or any third party.
6. General
6.1 Nothing in these terms shall be deemed to constitute a partnership, Supplier or joint venture between the
Parties.
6.2 All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are
binding upon, and inure to the benefit of and are enforceable by, the Parties to this Agreement and their
respective employees,affiliates,parent entities,subsidiaries,successors and assigns.
6.3 Intentionally omitted.
6.4 Each Party shall be under a pervasive duty to mitigate all losses in the event of any breach of this Agreement
and/or event of force majeure.
6.5 This Agreement contains the entire understanding of the Parties and can only be varied if such variation is in
writing signed on behalf of both parties.
6.6 This Agreement and the relationship between the Parties shall be governed by,and construed in accordance
with, the laws of the state of Florida without regard to its choice or conflict of law provisions. The parties
agree to submit to the exclusive jurisdiction of the courts located in Key West, Florida.
2
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IgNexffactor
The parties have duly executed this Agreement as of
the date below.
Diane Schmidt, Board Chair Date
Visit Florida Keys
January 8,2025
Cassandra McAuley Date
Managing Director
NEXTFactor Enterprises,Inc.
dba MY NextFactor
3
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Addendum
VFK Contract
Terms and Conditions
3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys (herein after ..VFK- or
Customer-) and NextFactor Enterprises Inc. d/b/a MMGY NextFactor(herein after"MMGY
NextFactor" or -Company-)agree as set forth below.
VFK and MMGY NextFactor hereby enter into this addendum to the Terms of Service with the
3-Year Strategic Plan project(..Agreement.,). and agrees to the following:
The Agreement includes and incorporates the Proposal/Quote, Terms of Service 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.
Travel, as approved by VFK, shall be reimbursed to the CONSULTANT, but only to the extent
and in the amounts authorized by Section 112.061, Florida Statutes and in accordance with
Monroe County Code Chapter 2,Art. III., Div. 3 and Monroe County Travel Policies.
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,
C14
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shall have reasonable and timely access to such records of each other party to this Agreement for
public records purposes during the to 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 to 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 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 court 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 her 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. 12 101 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
CV)
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nondiscrimination provisions in any Federal or state statutes which may apply to the parties to,or
the subject matter of,this Agreement.
Public ecords 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 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.
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 Security's E-Verify system to
verify the work authorization status of all new employees hired by the Company during the to
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 to Any subcontractor shall provide an affidavit
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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.
XMGY NextFactor(Company)
Cassandra McAuley
Managing Director
Title
January 8,2025
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November l4, 3O34
Nara Franker
Pnsmident&CEO
Visit Florida Keys
(via email)
3-Year Strategic Plan
Hello Kara,
Thank you for this opportunity to submit a proposal to work with your team on developing a new 3-year
Strategic Plan for Visit Florida Keys.As you know,we believe that a strategic plan must deliver a
comprehensive framework of goals and initiatives that align tourism,community and economic
development.
To achieve this, MMGY NextFactor will conduct a thorough DestinationNEXT assessment,complemented
by one-on-one interviews with key stakeholders,targeted focus groups,and a review of relevant regional
planning documents.Additionally,we will facilitate interactive strategic planning workshops with your
Board and leadership team to ensure alignment and actionable outcomes.
Our Approach to Strategic Planning
An urganization's strategic plan should:
• Be developed with a strong understanding of external environments and internal capabilities
• Leverage industry best practices that we've collected working with visitor organizations in all types
of destinations
• Engage key stakeholders in the public, private and civic sectors
• Outline a clear and compelling vision and mission based on a meaningful value proposition for
industry partners and the community
• Outline a series of clear goals and objectives from which detailed action plans can be developed
and implemented
• Include realistic performance targets to track progress in achieving goals
• Focus nn execution and actionable initiatives so the plan isn't a report that sits onashelf
• Provide ongoing support from a team of trusted,experienced advisors
We believe the approach we're proposing is designed to enable your organization to establish a strategic
plan for the next three years that meets all those success criteria.
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Strategic Planning Experience
The following visitor industry organizations represent a sample of destinations where MMGY NextFactor
has developed strategic plans. Florida-based organizations are bolded.
Augusta CVB, Great Lakes Bay Region Visit Anaheim
Barranquilla Chamber of CVB Visit Aurora
Commerce Greater Fort Lauderdale Visit Buffalo-Niagara
Best Cities Global Alliance CV1B Visit Corpus Christi
Blue Mountain Village Greater Madison CVB Visit Corsicana
Assoc. Greater Miami CVB; Visit Dallas
of CVB Greater Palm Springs CVB Visit Fort Worth
Boulder CVB Hilton Head Island CVB Visit Frisco
Carson Valley CVB Hocking Hills Tourism Visit Gettysburg
Choose Chicago Assoc. Visit Kansas City
Clear Creek County ICCA Visit McAllen
Tourism Bureau Kankakee County CVB Visit Mesa
Coastal Mississippi Lake Placid (ROOST) Visit Milwaukee
Daytona Beach Area Marion County CVB Visit Mobile
CV1B Martin County Tourism Visit Napa Valley
Destination Ann Arbor Meet Chicago Northwest Visit Norfolk
Destination Cleveland New Smyrna Beach CV1B Visit Orlando
Destination Toronto Newport Beach & Cc Visit Phoenix
Discover Lancaster Ottawa Valley Tourism Visit Pittsburgh
Discover Lehigh Valley Assoc. Visit San Antonio
Discover Newport Providence Warwick CVB Visit San Jose
Discover Puerto Rico Pure Michigan Visit Seattle
Discover Saint John Reno-Sparks CVB Visit Shreveport-Bossier
Discover the Palm Roseville Visitors Assoc Visit SLO CAL
Beaches Ruston-Lincoln CV13 Visit Springfield MO CVB
El Salvador Tourism Temple CVB Visit Temecula Valley
Committee Tourism Kamloops Visit Tri-Cities
Experience Columbus Tourism Richmond Visit Tucson
Experience Grand Rapids Tourism Vancouver Visit Tulsa
Experience Olympia & Town of Blue Mountains Visit Vancouver WA
Beyond Travel Manitoba Visit Walla Walla
Explore Waterloo Travel Marquette Visit Wichita
Fox Cities CVB Travel Salem White Mountains
Glacier Country Tourism Travel Santa Ana Attractions Assoc
Valley Forge CVB Wonderful Copenhagen
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Strategic Plan Elements
Our plans typically include the six elements listed below.The specific elements can be adjusted based on
discussions with you and your leadership team.
IOM Inspirational, aspirational, clear priorities
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Unique purpose and identity for the organization
Required to achieve vision
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Actions to achieve goals
- Objective and measurable results
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Core principles
Proposedr j cPlan
Objective: Tasks:
We will begin by discussing and confirming the • Complete project initiation call to finalize
pro.ect's full process and timeline.We will also project plan and develop a stakeholder
conduct desktop research to review current engagement plan
plans and documentation. • Review current plans,data and
documentation
Present to Board of Directors with Don Welsh
/Jack Johnson
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Objective: rTasks:
Engage key in ustr /co munity stakeholders inlop interview guides
one-on-one interviews,focus groups and a 0 Schedule&complete 40 stakeholder
Destination NEXT survey to collaboratively interviews
provide input into the plan and generate buy-in. Conduct presentation and listening session
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with staff
• Complete comprehensive DestinationNEXT
assessment
• Conduct 15 stakeholder focus groups
Conduct regular update calls with client
bjective: :
Facilitate in-person strategic planning sessions e Prepare agendas and presentation decks
with the Board and management team to Facilitate strategic planning session with the
develop the vision, mission,values,strategic Board of Directors(in-person)
goals and actionable initiatives. e Facilitate strategic planning session with the
management team(in-person)
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Tasks:
Finalize the Strategic Plan and present it for a Produce draft of Strategic Plan
validation. • Work with senior management team to
review/edit plan
Finalize Strategic Plan
Prepare PowerPoint presentation
Present the Plan to the Board of Directors
Present the final Plan to the industry
7Objective: Quarterly implementation check-ins with VFK
ongoing support to ensure long term senior management(virtual)
success of the Plan. e Facilitate a one-year check-in with Board and
VFK senior management team(in-person)
OestinationNEXT OnlineDiagnostic s s nWorkshop
MMGY NextFactor will conduct a comprehensive DestinationNEXT stakeholder survey for the Florida Keys
and Key West area.As you know,this assessment is the only one of its kind in the industry and the only
stakeholder survey tool officially developed for and endorsed by Destinations International—a global trade
association representing the interests of more than 700 visitor organizations worldwide.
To ensure proper representation of all new and future industry trends, in 2021 we updated our survey
questions and variables by adding Health&Safety, Equity Diversity&Inclusion,Sustainability&Resilience,
and Emergency Preparedness.Additional questions to address some specific issues and topics can be
added.An email with a link to the survey will be prepared for distribution by the Visit Florida Keys team to
key stakeholders and clients.
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Destination Strength Variables
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Project Team
This project will be managed by Cassandra McAuley, CDME and supported by Anna Tanski,and Shelly
Green,CDME. Both Cassandra and Anna are scheduled to participate in the visioning and strategic planning
sessions.
Cassandra McAuley
Managing Director,MMOY NextFactor
Project Role:Client&Project Lead
With nearly two decades of experience in the tourism industry,Cassandra is an enthusiastic advocate for
the visitor and experience economies and the people who contribute to them.As Managing Director of
MMGY Next Factor, Cassandra and her team work with destination organizations to build aligned,
sustainable and prosperous communities through the transformative power of travel.
With a master's degree in organizational change and leadership, Cassandra possesses a deep
understanding of the intricacies of driving positive change within organizations.She's also earned a
professional certificate in sustainable tourism destination management,demonstrating her commitment
to fostering responsible tourism practices.
Cassandra's dedication to our industry is further exemplified by her role as an instructor in the Certified
Destination Management Executive(CDME)program,which prepares senior executives to advance their
careers and helps industry leaders thrive in a constantly changing environment.Cassandra is actively
involved in various boards and committees, contributing her insights and expertise to further the industry's
goals and initiatives.
Beforejoining MMGY NextFactor,Cassandra served as the Vice President of Communications&
Stakeholder Engagement with Tourism Calgary, Canada's fourth largest city,where she played a key role in
shaping the organization's strategic communication,engagement and destination planning efforts.
Cassandra's journey in the tourism industry is characterized by a commitment to excellence,a passion for
sustainable practices,and a desire to create meaningful and lasting impacts on the communities she
serves.
Anna Tanski
Executive Consultant,MMGY NextFactor
Project Role:Strategic Advisor&Co-Lead
Anna has spent more than 30 years in destination leadership and development. She brings a broad range
of perspectives from her extensive experience as CEO, director of sales and convention center sales.
Anna's collaborative approach to strategic planning combined with her expertise provides the critical
support required to elevate your destination during the planning process.
Anna currently serves on the Governor's Explore Minnesota Tourism Council and has also served on
Destinations International Advocacy Committee, Minnesota Association of CV Bs board of directors and
numerous industry related boards and committees. She was named the 2018 Outstanding Individual in
Tourism by Explore Minnesota Tourism and the 2021 recipient of the Roger Toussaint Lifetime
Achievement Award.
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Shelly Green.CDME
Executive Consultant,MMGY NextFactor
Project Role:DestinationNEXT Lead
Shelly Green is a 30-year veteran of destination marketing,having led visitor bureaus in Asheville, Chapel
Hill,and Durham, NC. Her experience has been in organizations of many sizes as a CEO,COO,and CMO,and
spans the full gamut of public, private and nonprofit businesses.
As an Executive Consultant for MM extFactor,Shelly will play a key role in the analysis of your
DestinationNEXT results,determining implications of stakeholder feedback and making recommendations
for actionable steps.Shelly also produces strategic plans,serves on destination management and master
plans teams,and spearheads DMO organizational reviews.Shelly's creative problem-solving ability and
aff inity for using research to make data-based decisions help DMO's fuel growth and prioritize business
decisions to ensure fresh ideas to succeed and deliver on your mission.
In recognition of her service and accomplishments,Shelly was recently inducted into the Destinations
International all of Fame.She also received the Bill Sharpe Public Service Award from the NC Travel
Industry Association for her significant contribution toward state and national tourism initiatives.
Before moving to North Carolina and starting a career in destination marketing,Shelly served as a
public-school music teacher, choral director,and administrator at a fine arts college in Florida. She earned
a bachelor's and master's degree in music from the University of Miami,and she is a certified destination
marketing executive(CD ME).She and her husband live in Durham, North Carolina.
Cheryll Girard
Operations/Project Manager,MMGY NextFactor
Project Role:Project Management,Logistics&Billing
Cheryl I Girard is the 0 erations Manager for M M GY N extFactor,and the Project Manager for our Strategic
Plann I ng team.She joined the tea m in April 2017, bringi ng with her over 30+years of business
administration, project management and client account management experience.
Handling everything from day-to-day staff and client relationships,stakeholder engagement, project
coordination and accounting functions, Cheryll helps to keep the team organized and our projects moving
forward.
Proposed Budget
We are proposing a total fixed budget of$118,260 USO which includes our professional fees and
DestinationNEXT Assessment. This cost does not include expenses related to travel, hosting meetings,
retreats or community events related to the development of the Plan.Travel costs incurred will be billed at
cost for reimbursement,estimated but not limited to$31,200.
Our preferred payment schedule is to invoice 20%($23,652)upon contract signature;70%($82,782)over 4
monthly invoices of$20,695.50;10%($11,826)final invoice upon completion of the project.
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Budget details are found below:
Phase I-Project Planning and Management -
a.Complete project initiation call(s)to finalize project plan and engagement plan $ 1,650
b. Review current plans and documentation •
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$200
c. Present to Board of Directors with Don Welsh/Jack Johnson $3,000
Phase 2-Stakeholder Engagement -
a. Develop interview guides $ 1,300
b.Schedule&complete 40 stakeholder interviews $ 13,550
c.Conduct presentation and listening session with staff $2,600
d.Complete comprehensive Destination NEXT 2.0 survey $21,310
e.Conduct 12 stakeholder focus groups $ 12,750
f.Conduct regular update calls with client $6,600
Phase 3-Strategic Planning Sessions -
a. Preparea en resentation decks $4,650
b. Facilitate strategic planning session with or of Directors $5,200
c. Facilitate strategic planning session with management team $5,200
Phase 4-Strategic Plan Development&Validation -
a. Produce draft of Strategic Plan $5,750
b.Work with senior management team to review/edit plan $2,600
c. Prepare Power Point presentation $3,975
d. Finalize Strategic Plan $2,725
e. Present the plan to the Board of Directors $1,300
f, Present to industry $5,200
Phase S:Implementation Support
a.Quarterly implementation check-ins with VFK senior management(virtual) $8,150
b. Facilitate a one-year check-in with Board and VFK senior management team(in-person) $8,150
Professional Fees $118,260
"Estimated travel costs(12 trips) $31,2001
Project Total $149,460
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CheryU Girard,Operations/Project Meneger,xviUvvorhwithyou on all billing matters.The contract and
invoice will be administered through NEXTFactor Enterprises Inc.,which has the exclusive license to
manage DostinehonWEXTon behalf of Destinations International.
We are very much looking forward to working with you on your new strategic plan. Please let me know if you
have any questions orrequire anything further.
Thanhy0u' Approved by:
U--�
Cassandra McAuley Name:
Managing Director, MMGYNgxtFaotor Position:
dbaNEXTFaotor Enterprises Inc. Organization:
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LEASE AGREEMENT
Date: January 27,2025
Landlord: PL Island Outcomes LLC, PO Box 372492, Key Largo, FL 33037
Contact#: (786)236-8158*Yvette Doherty*Email:Yvette ysfloridekeys.com
"Tenant": 3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys, a Florida Not For
Profit corporation duly created,organized,and existing under and by virtue of the laws of Florida,
and having its principal place of business at 1201 White Street, 102, Key West, FL 33040
Kara Franker, 1201 White St. Suite 102, Key West, FL 33040
Contact#: 305-321-3929 Email: kara fla-kevs.com
Premises: 2nd Floor located at 85960 Overseas Hwy, Islamorada, Florida 33070.
Commencement Date: February 15,2025
Term: 1 Year
Monthly Rent Installments: Rent shall be paid in equal monthly installments, upon receipt of a monthly
invoice, at a rate of$11,000 plus current dumpster($50.00)fees totaling$11,050 per month,for the first
year. Payments will be made in accordance with the Prompt Payment Act,218.70 Florida Statutes.The
rent shall increase at a rate of 5% per year thereafter, including any required adjustments to dumpster
fees. If such option is desired,the Tenant shall notify the Landlord in writing no less than 90 days prior to
the expiration of the initial term of the lease.Tenant is exempt from Sales Tax.
Security Deposit:0.00
Permitted Use: Office
IN CONSIDERATION of their mutual promises made herein,the parties hereby agree as follows:
1. Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the
Premises described above.
2. Term. The term of this lease shall commence on the commencement Date set for above and
shall be for the Term set forth above, unless sooner terminated as set forth herein.Tenant shall
surrender the Premises to Landlord immediately upon expiration or termination of the Term and
shall be liable to Landlord for twice the rent during any period of holdover thereafter.
3. Rent. The Tenant agrees to pay to the Landlord as rent for the Term of this lease the Monthly
Rent Installment set forth above for every month during the term of this Lease, in advance on
the 1 st day of each month. Rent for February 2025 shall be prorated and paid in the amount
of$5,692.50
4. Payments to be sent to PL Island Outcomes LLC P.O. Box 372492 Key Largo, Florida
33037, or at any other address the Landlord may decide and shall notify Tenant in writing.
5. Security Deposit.WAIVED
6. Use of Premises. The Premises are leased to Tenant solely for the use set forth above as
Permitted Use. No other use may be made of the Premises, and no other use may be allowed
on the Premises,without the prior written consent of the Landlord.
7. Utilities.Tenant is responsible for all utilities, including electric,water,sewer and trash.
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8. Observance of Laws and Ordinances. Tenant agrees to observe, comply with, and execute
promptly at its sole expense during the term hereof, all laws, rules, requirements, orders,
directives, codes, ordinances and regulations of codes, ordinances and regulations of
governmental authorities and agencies and of insurance carriers which relate to Tenant's use or
occupancy of the Premises, It shall be Tenant's responsibility to obtain the proper city and county
occupational licenses and certificates of occupancy prior to taking possession of the Premises.
9. No Assignment or Subletting.Tenant shall not assign,transfer, license,or sublet this lease.
10. Alterations and Improvements.Tenant shall not make any alterations,additions,modifications
or improvements to the Premises, inside or outside, including without limitation any holes in or
penetrations of roof,floor,or walls"without the prior written consent of the Landlord,and Tenant
shall not alter the appearance of the Premises without the prior written consent of the Landlord.
Any alterations, modifications or additions to the Premises shall become the property of the
Landlord upon the expiration or termination of this lease.The restrictions of this paragraph shall
not prevent Tenant from undertaking the normal maintenance of the Premises."The building is
constructed using prestressed concrete technology and there are stressed cables embedded in
the concrete.All alterations are to meet the South Florida Building Code, and will be subject to
inspections prior,during,and after completion, by the Landlord,and or his agent.At no time shall
any alteration or attachment be permitted on the exterior surface of the roof.
11. Risk of Loss.All personal property placed or moved into the Premises shall be at the sole risk
of the Tenant or other owner of such personal property. The Landlord shall not be responsible
or liable to the Tenant or anyone else for any loss or damage that may be occasioned by or
through the acts or omissions of Landlord, its agents, servants or employees or of persons
occupying adjoining premises or any part of the premises adjacent to or connected with the
Premises of for any injury, loss or damage(including but not limited to loss or damage resulting
to the Tenant or its property from bursting,stopped-up or leaking water or sewer pipes), unless
the same is due to the willful act of the Landlord.
12. Right of Entry. The Landlord and its agents shall have the right to enter said Premises during
all reasonable hours for any reasonable purpose, including but limited to inspection,
examination,showing for sale or rent,alterations, improvement, repair.This paragraph shall not
obligate Landlord to examine, inspect,show, alter or improve the Premises.
13. Acceptance:Tenant hereby accepts the Premises"As-Is"condition and agrees to maintain said
Premises in the same order, condition and repair as they are in and to return the premises in
said condition at the expiration of the Term, excepting only reasonable wear and tear arising
from normal use thereof and excepting alterations,improvements,or modifications to the leased
Premises.
14. Repairs and Maintenance.Tenant shall maintain the Premises in good repair and condition at
all times, including the interior and exterior of the Premises. Tenant shall keep the Premises in
a clean, sanitary and safe condition at all times. For this purpose, Tenant's responsibility for
repairs for mechanical systems (HVAC, Plumbing and Electric)shall limited to repairs costing
$500.00 or less. Tenant shall promptly notify Landlord of any repair which exceeds Tenant's
repair limit. In the event Landlord incurs any expense for repairs or maintenance that are the
duty of Tenant to perform, Landlord may demand repayment of same from Tenant and Tenant
shall make payment within ten (10)days after said demand.
15. Insurance. Tenant shall secure liability insurance prior to the effective date of the lease. The
Tenant must keep in full force and effect the required insurance during the term of the Lease
Agreement. This requirement shall not operate as a waiver of any sovereign immunity set by
State Statue. Tenant agrees that the 3406 North Roosevelt Blvd. Corp., the operator of the
Tourist Development Council administrative office, shall include the Landlord as a named co-
insured on their general liability insurance policy which shall be in the amount of one half million
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dollars. By signature on this document, 3406 North Roosevelt Blvd. Corp. agrees to maintain
such insurance and to name Landlord as a co-insured.
16. Safety and insurance. The Tenant shall comply with all safety and engineering
recommendations and requirements relating to city county,state,federal or insurance company
regulations that might affect the insurability in any manner of the landlord or landlord's property.
17. Destruction. In the event that the leased premises are destroyed, in hold or in part,or rendered
otherwise untenantable because of fire or other casualty, the rent hereunder shall abate during
that period which is required by landlord to restore the leased property to its prior condition. In
the event that the premises cannot be resorted to its prior condition within ninety(90)days after
the casualty, either party may terminate this lease by giving notice to the other party in writing
within thirty(30)days after the date of the damage to the premises.
18. Eminent domain. If the whole or any part of the premises are taken by any public authority
under power of eminent domain, then the term of this lease shall cease on the part so taken
from the day the title or possession of the part shall be acquired by the public authority and the
rent shall be paid up to that day. If the portion of the premises is so taken as to destroy the
usefulness of the remaining premises for the purpose for which the premises were leased,then
for a period of thirty(30)days from that day the Tenant shall have the right to terminate this lease
by giving written notice to landlord. If Tenant fails to give notice of cancellation, the lease shall
remain in force and effect and Tenant shall continue in possession of the remainder of the
premises under the same terms of this lease as herein provided, except that the rent shall be
reduced in proportion to the amount of the premises taken. The parties agree that the Tenant
shall not be entitled to any damages by reason of the taking of this leasehold.
19. Environmental regulations. Tenant shall at all times comply with and all city, county,state, or
federal environmental regulations including, but not limited to requirements set forth by DERM.
Tenant is strictly prohibited from engaging in any activity whatsoever which may cause
environmental pollution to the demised premises and shall solely be responsible for the total
cost of cleanup for any such environmental condition, which it may create through its activities
and shall hold harmless and indemnify the landlord for any liability incurred as a result thereof.
Tenant shall at all times allow proper governmental authorities as well as the landlord or any
agents or representatives of the landlord to at all times enter the property for the purposed of
inspection. Tenant agrees to immediately cease and desist any activity, which is found
detrimental to the property or which in any way causes any environmental contamination or
pollution of the demised premises.
20. Subordination.This lease and the rights of the Tenant hereunder are hereby made subject and
subordinate to all bona fide mortgages now or hereafter placed upon the said premises by the
landlord; provided however, that such mortgages agree to execute any instrument of
subordination which might be required by any mortgagee of the premises.
21. Default: Remedies.
(a) The Tenant further convents that, if default shall be made in the payment of rent
(time being of the essence of this lease)or if the Tenant shall violate any of the provisions or
covenants of this lease, then the landlord may, at its option, (I) terminate this lease and the
Tenant shall become Tenant at sufferance, hereby waiving all right of notice, and the Landlord
shall be entitled immediately to re-enter and re-take possession of the leased property;or(ii)the
landlord may alternately avail itself of any other remedy provided by law or equity, or available
under the following paragraph as if the Premises were vacated.. Landlord shall be entitled to
recover its reasonable attorney's fees from Tenant, including any appeals.
(b) In case the premises are deserted or vacated, the landlord shall have the right and
authority:
(i) to re-enter the premises, either by force or otherwise, without being liable for any
prosecution or claim therefore, and to hold or re-let said premises as if this lease had not been
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made, and upon such re-entry,the estate hereby created shall be at an end;or
(ii)At the option of the landlord,to be exercised by written notice to Tenant the landlord
may re-enter the premises as the agent of the Tenant,either by force or otherwise,without being
liable to any procession of claim therefore, and may relate the premises as the agent of the
Tenant and revive the rent therefore and apply the same to the payment of the rent due
hereunder, holding the Tenant liable for any deficiency;or (iii) The
landlord may, at its option,terminate this lease by giving the Tenant written notice and the term
the term hereof shall absolutely expire and terminate immediately, but the Tenant shall
nevertheless and thereafter be liable to the landlord for any deficiency between the rent due
hereunder for the balance of the term of this lease and the fair rental value of the premises for
the balance of said term. (c) The landlord,
at its option, may also terminate this lease under the procedure set forth in subparagraph (a)
above upon the occurrence of any of the following events, each of which shall be a default of
this lease:an assignment voluntary or involuntary petition by or against Tenant or any guarantor
under any law for the purpose of adjudicating Tenant or any guarantor under any dissolution,or
arrangement on account of or to prevent bankruptcy or insolvency; or the appointment of a
receiver of the assets of Tenant or any guarantor; or the bankruptcy of the Tenant or any
guarantor.
22. Subrogation.The landlord and Tenant hereby mutually release and discharge the other of and
from all suits, claims or demands whatsoever, for loss or damage to the leased property of the
others arising from fire or the perils insured against under extended coverage insurance policies
caused by or occurring through or a result of any acts or omissions, whether negligent or
otherwise of the parties their agents, servants or employees, and each of said parties does
further agree that each will cause its policies of insurance for fire and extended coverage to be
so endorsed as to waive any rights of subrogation which would be otherwise available to the
insurance carriers, by reason of any said loss or damage. Landlord's release of Tenant shall not
apply to the extent, if Tenant or person injured or damaged by a peril. Nothing contained herein
shall in any way be considered or construed as a waiver or release by the landlord of any of the
other covenants and conditions contained in this lease to be performed by the Tenant.
23. Estoppel letters.Tenant agrees to execute estoppel letters in favor of lenders and buyers from
landlord verifying the standing of this lease, the terms thereof and all amounts paid thereunder
and such other matters as may be reasonably requested by landlord.
24. Indemnification. The Tenant shall indemnify and hold the landlord harmless from and against
all claims, demands, damages, liabilities, judgments, attorneys fees, expenses and losses
incurred by the landlord which relate or arise in whole or in part out of Tenant's use or occupancy
of the premises, or out of the acts or omissions of Tenant or its agents, employees, invitees or
guests,this right shall apply to, but shall not be limited tom the following:(a)failure by the Tenant
to perform any provision, term, covenant or agreement required to be performed by the Tenant
under this lease; (b)any occurrence injury or personal or property damage which shall happen
in or about the premises or appurtenances resulting from the condition maintenance,
construction on or of the operation of the premises or resulting from the act or omission of Tenant
or its agents, employees infixes or guests; (c)failure by Tenant or its agents to comply with any
requirements of any governmental authority or insurance company insuring the premises or its
contents; (d) any security agreement, conditional bill of sale or chattel mortgage or mechanic's
lien connected with Tenant its obligations or operations,filed against the premises,any fixtures,
equipment or presently therein as a result of any act of Tenant or its agents or the failure to act
by Tenant or its agents;'and (e) any construction work, alterations or improvements by Tenant
or its agents, employees, invitees or guests on the premises.Such indemnification shall include
reasonable attorney's fees for all proceedings,trails and appeals.
25. Quiet enjoyment. Landlord covenants and agrees with Tenant that as long as Tenant pays the
rent on time and performs all of the covenants and conditions required to be performed by the
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Tenant under this lease, Tenant may peaceably and quietly have, hold and enjoy the leased
premises for the lease term.
26. No liens. Tenant shall have no power or authority to permit liens to be placed upon the leased
property in connection with maintenance, alterations, and modifications or otherwise. The
interest of the landlord shall not be subject to liens for improvements made by the Tenant.
Landlord shall not be liable for any work, labor or materials furnished to the premises by or
through Tenant or anyone claiming through Tenant. No construction liens or other liens for any
such work labor services,or materials shall attach or affect the interest of the landlord in and to
the premises.
27. Not to be recorded. Landlord and Tenant hereby agree that neither this lease nor any notice
or memorandum thereof shall be recorded in the public records.
28. Signage:Any signage (including but not limited to the placing of signage above the Premises)
shall require the consent of the Landlord and comply with all governmental regulations.
Tenant is permitted to affix a sign above the store unit.
29. Parking. Parking is available at the front of building, in the adjacent vacant lot, and underneath
the building on a first come first served basis. The Landlord does not permit assigned parking
spaces.
30. Air Conditioning. No A/C will be installed without the Landlord's written approval, and will
conform to the landlord's specifications.
31. Quiet Enjoyment.All Tenants shall respect the right of others to enjoy quiet space,so any such
excessive noise will constitute a breach of this lease. It is understood that music is a necessary
element of the Tenant's business, and it is understood that the Tenant will exercise "good
neighbor"techniques in keeping everyone happy.
32. Hazardous Materials, containment and disposal. All hazardous materials must be properly
contained and disposed of in strict accordance with EPA's regulations.At no time shall any such
materials be disposed into the ground or sewer system.
33. Miscellaneous.
a) The landlord shall have the unrestricted right of assigning this lease at any time,
and in the event of such assignment, the landlord shall be relieved of all liabilities
hereunder.
b) This lease shall bind the landlord and its successors and assigns and the Tenant
and its successor and assigns.This paragraph does not authorize Tenant to assign
the lease or any part of it without landlord's prior written approval.
c) It is understood and agreed between the parties hereto that time is of the essence
of this lease and all terms and conditions contained herein.
d) It is understood an agreed between the parties hereto that written notice mailed or
delivered to the premises leased hereunder shall constitute sufficient notice to the
Tenant.
e) The rights of the landlord under this lease shall be cumulative, and failure on the
part of the landlord to exercise promptly any rights given hereunder shall not
operate to forfeit or waive any of said rights.
f) The parties hereby agree that the liability of the landlord is limited to the premises.
In case of any liability of landlord to Tenant or anyone claiming by or through Tenant
such liability shall not be the personal obligation of landlord but shall be an
obligation, which may be recovered only out of the premises leased hereunder.
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This paragraph does not encumber or grant any rights in the premises to Tenant;
it restricts any recovery by Tenant to the value of the premises.
g) It is hereby agreed that if any installment of rent or any other sum due from Tenant
is not received by landlord when due, Tenant shall pay to landlord interest of
eighteen percent(18%)per annum thereon or as allowed by the Local Government
Prompt Payment Act. This is not a grace period; any payment not received when
due is in default.
34. Liability:All personal property, including,without limitation, cash,jewelry or other valuables,
placed or moved into the Premises will be at the sole risk of the Tenant or other owner.
Landlord will not be liable to the Tenant or others for any damage to person or property arising
from theft,vandalism, HVAC malfunction,the bursting or leaking of water pipes, any act or
omission of any co-tenant or occupant of the building or of any other person including but not
limited to any employee, agent, licensee or invitee,or otherwise.Tenant agrees to hold
harmless, indemnify and defend the Landlord as to any such claims, including but not limited
to personal injury or death. In no event will the Landlord be liable for consequential damages
to the Tenant or any of Tenant's agents, licensees or invitees.The Landlord shall not be liable
for any damage, loss,or injury to the person, property,or effects of Tenant or any other
person,suffered on, in,or about the Premises by reason of any present,future, latent,or
other defect or defects in the form, character,or condition of the Premises or any part or
portion thereof, or by reason of water,fire, rain,storms or accidents, and the rent shall not be
diminished or withheld by reason or on account of any such loss or damage.
35. Non-Waiver:Any wavier or any breach of covenants herein contained to be kept and performed
by either party shall not be deemed or considered as a continuing wavier and shall not operate
to bar or prevent the other party from exercising any of its remedies under this agreement, at
law or in equity for any succeeding breach, either of the same condition or covenants or
otherwise.
36. Non-Discrimination: 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. County or Grantee 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 disabilities;
4)The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107)which prohibits
discrimination on the basis of age;5)The Drug Abuse Office and Treatment Act of 1972(PL 92-
255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The
Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of
1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or
alcoholism;7)The Public Health Service Act of 1912,ss.523 and 527(42 USC ss.690dd-3 and
290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8)
Title VIII of the Civil Rights Act of 1968 (42 USC s. 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
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nondiscrimination provisions in any Federal or state statutes which may apply to the parties to,
or the subject matter of, this Agreement.
37. Cancellation/Termination/Extension of Term: Either party may give notice to the other party
of breach of the terms of this agreement. If the noticed breach is not cured within 30 days of
receipt of the notice,the non-breaching party may terminate the agreement effective fifteen(15)
calendar days after notice that the breach has not been cured and notice of the termination.
Any wavier by either party of any covenants of this agreement shall not be deemed or
considered to be a continuing waiver and shall not operate to bar or prevent either party from
declaring a forfeiture for any succeeding breach either same conditions or any other conditions.
Either party may cancel this agreement without cause by providing at least 90 days prior written
notice to the other party.All contractual obligations of either party remain in full force up to the
effective date of termination. Both parties shall remain liable after termination of this agreement
for all obligations, including but not limited to any outstanding payments, though the effective
date of termination.
38. Early Termination: The term of this Lease Agreement shall expire on February 28,2026.
Either party may terminate this Lease Agreement by providing at least six(6)months'written
notice of termination to the other party.Tenant shall have the option to extend this Lease
Agreement for one(1)additional one-year(1)period unless terminated earlier by either party
or by providing six(6) months'written notice of termination.
Signed,sealed and delivered in the presence of: PL Island Outcomes LLC
ZZP vehfietl
02/04/25 t 0.53 AM EST
BY: Cull N IHz I1zW0 SSJW
Katarzyna Shields,as Manager of PL Island
Outcomes,LLC
(LANDLORD)
3406 North Roosevelt Blvd.Corporation
BY:
Diane Schmidt, as Chairperson of
Visit Florida Keys
(TENANT)
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AGREEMENT FOR LEGAL SERVICES
This Agreement ("Agreement") is made and entered into this day of FEBRUARY,
2025 by and between 3405 North Roosevelt Boulevard Corporation d/b/a Visit Florida Keys,
whose address is 1201 White Street, Suite 102, Key West, Florida, 33040, its successors and
assigns, hereinafter referred to as "VFK",
AND
Rubin Law Associates, P.A., dba Rubin & Rubin, 2055 S Kanner Highway, Stuart, FL
34994 its successors and assigns, hereinafter referred to as "Contractor",
WITNESSETH:
WHEREAS, the VFK is in need of intellectual property-related legal services; and
WHEREAS, Contractor is able to provide the services, including registering and
maintaining trademark and service mark registrations, and strategic consultation regarding same,
which shall collectively be referred to as the "Project"; and
WHEREAS, VFK is a not-for-profit corporation that supports the Monroe County Tourist
Development Council (TDC) and is funded in part by the Monroe County Board of County
Commissioners (County) and therefore certain terms and conditions are required by law and
policy as set forth herein;
NOW,THEREFORE, in consideration of the mutual promises, covenants and agreements
stated herein, and for other good and valuable consideration, the sufficiency of which is hereby
acknowledged, VFK and CONTRACTOR agree as follows:
FORM OF AGREEMENT
ARTICLE 1
1.1 REPRESENTATIONS AND WARRANTIES
1.2 By executing this Agreement, CONTRACTOR makes the following express
representations and warranties to the VFK:
1.3 The CONTRACTOR shall maintain all necessary licenses, permits or other authorizations
necessary to act as CONTRACTOR for the Project until the CONTRACTOR'S duties
hereunder have been fully satisfied;
1.4 The CONTRACTOR has become familiar with the site(s) and the local conditions under
which the Project is to be completed.
1.5 The CONTRACTOR shall prepare all documentation required by this Agreement in such
a manner that they shall be accurate, coordinated and adequate for use in verifying work
completed and shall be in conformity and comply with all applicable law, codes and
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regulations. The CONTRACTOR warrants that the documents prepared as a part of this
Agreement will be adequate and sufficient to document costs in a manner that is
acceptable for reimbursement by government agencies, therefore eliminating any
additional cost due to missing or incorrect information.
1.6 The CONTRACTOR assumes full responsibility to the extent allowed by law with regard
to his performance and those directly under his employ.
1.7 The CONTRACTOR'S services shall be performed as expeditiously as is consistent with
professional skill and care and the orderly progress of the Project. In providing all services
pursuant to this agreement, the CONTRACTOR shall abide by all statutes, ordinances,
rules and regulations pertaining to, or regulating the provisions of, such services, including
those now in effect and hereinafter adopted. Any violation of said statutes, ordinances,
rules and regulations shall constitute a material breach of this agreement and shall entitle
VFK to terminate this contract immediately upon delivery of written notice of termination
to the CONTRACTOR.
1.8 At all times and for all purposes under this agreement the CONTRACTOR is an
independent contractor and not an employee of VFK, the TDC or the Board of County
Commissioners for Monroe County. No statement contained in this agreement shall be
construed so as to find the CONTRACTOR or any of his/her employees, contractors,
servants, or agents to be employees of the Board of County Commissioners for Monroe
County.
1.9 The CONTRACTOR shall not discriminate against any person on the basis of race, creed,
color, national origin, sex, age, or any other characteristic or aspect which is not job
related, in its recruiting, hiring, promoting, terminating, or any other area affecting
employment under this agreement or with the provision of services or goods under this
agreement.
ARTICLE II
SCOPE OF BASIC SERVICES
2.1 DEFINITION
CONTRACTOR'S Scope of Basic Services consist of those described in the second recital
set forth above. The CONTRACTOR shall commence work on the services provided for
in this Agreement promptly upon his receipt of a written notice to proceed from VFK.
2.2 NOTICE REQUIREMENT
All written correspondence to the VFK shall be dated and signed by an authorized
representative of the CONTRACTOR. Any notice required or permitted under this
agreement shall be in writing and hand delivered or mailed, postage pre-paid, to VFK by
certified mail, return receipt requested, to the following:
Kara Franker
President/CEO of VFK
1201 White Street, Suite 102
Key West, FL 33040
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For the Contractor:
Kevin Crosby, Esq.
Rubin & Rubin
2055 S. Kanner Highway
Stuart, FL 34994
ARTICLE III
ADDITIONAL PRODUCTS AND SERVICES
3.1 Additional products and services are those products and services not included in the
Scope of Services as set forth in Section 2.1 hereof. Should the VFK require additional
products or services they shall be paid for by the VFK at pricing, rates or fees as negotiated
and in accordance with price quote or competitively bid pricing, but only if approved by the
VFK before commencement.
3.2 If Additional Services are required the VFK shall issue a letter requesting and describing
the requested products and services to the CONTRACTOR. The CONTRACTOR shall
respond with a fee proposal, in accordance with prior price quotes or competitive bid
pricing. Only after receiving an amendment to the Agreement and a notice to proceed
from the VFK, shall the CONTRACTOR proceed with the Additional Services. Any
additional services must be funded and approved by the VFK board.
ARTICLE IV
VFK'S RESPONSIBILITIES
4.1 VFK shall provide complete and accurate information and cooperation regarding
requirements for the Project.
4.2 VFK shall designate a representative to act on the VFK's behalf with respect to the Project.
VFK or its representative shall render decisions in a timely manner pertaining to request
for information submitted by the CONTRACTOR in order to avoid unreasonable delay in
the orderly and sequential progress of the CONTRACTOR'S services.
4.3 The VFK shall furnish required information and shall render approvals and decisions as
expeditiously as necessary for the orderly progress of the CONTRACTOR'S services.
ARTICLE V
INDEMNIFICATION AND HOLD HARMLESS
5.1 The CONTRACTOR covenants and agrees to indemnify and hold harmless VFK, the
Monroe County Tourist Development Council, Monroe County and Monroe County Board
of County Commissioners, its officers and employees from third party liabilities,
damages, losses and reasonable costs, including but not limited to, reasonable attorneys'
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fees, to the extent caused by the negligence, recklessness, or intentional wrongful
conduct of the CONTRACTOR, subcontractor(s) and other persons employed or utilized
by the CONTRACTOR in the performance of the contract.
5.2 The extent of liability is in no way limited to, reduced, or lessened by the insurance
requirements contained elsewhere within this agreement.
5.3 This indemnification shall survive the expiration or early termination of the Agreement.
ARTICLE VI
PERSONNEL
6.1 PERSONNEL
The CONTRACTOR shall assign only qualified personnel to perform any service
concerning the project.
ARTICLE VII
COMPENSATION and TERM
7.1 COMPENSATION BASED ON SPECIFIED RATES
7.1.1 The VFK shall pay the CONTRACTOR for the CONTRACTOR'S performance of this
Scope of Work as outlined in the second recital above, at the rate of $450 for attorney
Kevin Crosby and $135 for trademark paralegal services. Most services will be quoted in
advance as a flat fee.
7.2 PAYMENTS
7.2.1 For its assumption and performances of the duties, obligations and responsibilities set
forth herein, the CONTRACTOR shall be paid monthly. Payment will be made pursuant
to the Local Government Prompt Payment Act 218.70, Florida Statutes.
As a condition precedent for any payment due under this Agreement, the CONTRACTOR
shall submit monthly, unless otherwise agreed in writing by the VFK, a proper invoice to
VFK requesting payment for services properly rendered. The CONTRACTOR'S invoice
shall describe with reasonable particularity the service rendered. The CONTRACTOR'S
invoice shall be accompanied by such supporting documentation or data in support of
expenses for which payment is sought that is acceptable to the Monroe County Clerk of
court and Comptroller (Clerk) based on generally accepted account principles and such
laws, rules and regulations as may govern the Clerk's disbursal of funds.
7.3 BUDGET AND REIMBURSEABLE EXPENSES
7.3.1 The CONTRACTOR may not be entitled to receive, and the VFK is not obligated to pay,
any fees or expenses in excess of the amount budgeted for this contract in each fiscal
year (October 1 - September 30) by the Monroe County Board of County Commissioners.
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The budgeted amount may only be modified by an affirmative act of the Monroe County
Board of County Commissioners.
7.3.2 VFK's performance and obligation to pay under this Agreement is contingent upon an
annual appropriation by the Board of County Commissioners and the approval of the
Board members at the time of contract initiation and its duration.
7.3.3 Expenses will only be reimbursed if authorized by VFK in writing in advance and to the
extent and in the amount authorized by Section 112.061, Florida Statutes, Monroe County
Code (Chapter 2, Art. II, Div. 3), Monroe County Policies and Procedures and Monroe
County TDC Travel Guidelines, as amended.
7.4 TERM OF AGREEMENT
The initial term of this Agreement is for approximately a three year period Commencing
February 19, 2025 and terminating on September 30, 2028. This Agreement may be
extended for one additional two year period upon mutual agreement of the parties. Any
renewal of this Agreement must be in writing and signed by both the VFK and
CONTRACTOR.
ARTICLE VIII
INSURANCE
8.1 Recognizing that the work governed by this Agreement involves the furnishing of
advice or services of a professional nature, the Contractor shall purchase and
maintain, throughout the life of the Agreement, Professional Liability Insurance, which
will respond to damages resulting from any claim arising out of the performance of
professional services or any error or omission of the Contractor arising out of work
governed by this Agreement.
The minimum limits of liability shall be: $300,000 per Occurrence/$500,000
Aggregate.
The Visit Florida Keys shall be named as Additional Insured as their interests may
appear on all insurance policies issued to satisfy the above requirements.
ARTICLE IX
MISCELLANEOUS
9.1 SECTION HEADINGS
Section headings have been inserted in this Agreement as a matter of convenience of
reference only, and it is agreed that such section headings are not a part of this Agreement
and will not be used in the interpretation of any provision of this Agreement.
9.2 SUCCESSORS AND ASSIGNS
The CONTRACTOR shall not assign or subcontract its obligations under this agreement,
except in writing and with the prior written approval of VFK and the CONTRACTOR, which
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approval shall be subject to such conditions and provisions as VFK may deem necessary.
This paragraph shall be incorporated by reference into any assignment or subcontract and
any assignee or subcontractor shall comply with all of the provisions of this agreement.
Subject to the provisions of the immediately preceding sentence, each party hereto binds
itself, its successors, assigns and legal representatives to the other and to the successors,
assigns and legal representatives of such other party.
9.3 NO THIRD PARTY BENEFICIARIES
Nothing contained herein shall create any relationship, contractual or otherwise, with or
any rights in favor of, any third party.
9.4 TERMINATION
A. In the event that the CONTRACTOR shall be found to be negligent in any aspect of
service, the VFK shall have the right to terminate this agreement after five days written
notification to the CONTRACTOR.
B. Either of the parties hereto may cancel this Agreement without cause by giving the
other party thirty (30) days written notice of its intention to do so.
C. Termination for Cause and Remedies: In the event of breach of any contract terms,
either Party retains the right to terminate this Agreement. Either Party may also
terminate this agreement for cause with the other Party should that Party fail to perform
the covenants herein contained at the time and in the manner herein provided. In the
event of such termination, prior to termination,the terminating Party shall provide other
Party with thirty (30) calendar days' notice and provide the Party with an opportunity
to cure the breach that has occurred. If the breach is not cured, the Agreement will be
terminated for cause. If the VFK terminates this agreement with the CONTRACTOR,
VFK shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement
prior to termination, unless the cost of completion to the VFK exceeds the funds
remaining in the contract; however, the VFK reserves the right to assert and seek an
offset for damages caused by the breach. The maximum amount due to
CONTRACTOR shall not in any event exceed the total contract amount as set forth in
this Agreement. In addition, the VFK reserves all rights available to recoup monies
paid under this Agreement, including the right to sue for breach of contract and
including the right to pursue a claim for violation of the Monroe County's False Claims
Ordinance, located at Section 2-721 et al. of the Monroe County Code.
D. Termination for Convenience: Either Party may terminate this Agreement for
convenience, at any time, upon thirty (30) days' notice to other Party. If the VFK
terminates this agreement with the CONTRACTOR, VFK shall pay CONTRACTOR
the sum due the CONTRACTOR under this agreement prior to termination, unless the
cost of completion to the VFK exceeds the funds remaining in the contract. The
maximum amount due to CONTRACTOR shall not exceed the total contract amount
as set forth in this Agreement. In addition, the VFK reserves all rights available to
recoup monies paid under this Agreement, including the right to sue for breach of
contract and including the right to pursue a claim for violation of Monroe County's False
Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code.
9.5 MAINTENANCE OF RECORDS
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CONTRACTOR 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,
Monroe County or the Clerk determines that monies paid to CONTRACTOR pursuant to
this Agreement were spent for purposes not authorized by this Agreement,
CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec.
55.03; FS, running from the date the monies were paid to CONTRACTOR.
9.6 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, VFK and CONTRACTOR agree that
venue shall lie in the 161h Judicial Circuit, Monroe County, Florida, in the appropriate court
or before the appropriate administrative body. This agreement shall not be subject to
arbitration. 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.
9.7 SEVERABILITY
If any term, covenant, condition or provision of this Agreement (or the application thereof
to any circumstance or person) shall be declared invalid or unenforceable to any extent
by a court of competent jurisdiction, the remaining terms, covenants, conditions and
provisions of this Agreement, shall not be affected thereby; and each remaining term,
covenant, condition and provision of this Agreement shall be valid and shall be
enforceable to the fullest extent permitted by law unless the enforcement of the remaining
terms, covenants, conditions and provisions of this Agreement would prevent the
accomplishment of the original intent of this Agreement. The VFK and CONTRACTOR
agree to reform the Agreement to replace any stricken provision with a valid provision that
comes as close as possible to the intent of the stricken provision.
9.8 ATTORNEYS FEES AND COSTS
The VFK and CONTRACTOR agree that in the event any cause of action or administrative
proceeding is initiated or defended by any party relative to the enforcement or
interpretation of this Agreement, the prevailing party shall be entitled to reasonable
attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award
against the non-prevailing party, and shall include attorney's fees, courts costs,
investigative, and out-of-pocket expenses in appellate proceedings.
9.9 BINDING EFFECT
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The terms, covenants, conditions, and provisions of this Agreement shall bind and inure
to the benefit of the VFK and CONTRACTOR and their respective legal representatives,
successors, and assigns.
9.10 AUTHORITY
Each party represents and warrants to the other that the execution, delivery and
performance of this Agreement have been duly authorized by all necessary corporate
action, as required by law.
9.11 ADJUDICATION OF DISPUTES OR DISAGREEMENTS
VFK and CONTRACTOR agree that all disputes and disagreements shall be attempted to
be resolved by meet and confer sessions between representatives of each of the parties.
If the issue or issues are still not resolved to the satisfaction of the parties, then any party
shall have the right to seek such relief or remedy as may be provided by this Agreement
or by Florida law. This provision does not negate or waive the provisions concerning
termination or cancellation.
9.12 COOPERATION
In the event any administrative or legal proceeding is instituted against either party relating
to the formation, execution, performance, or breach of this Agreement, VFK and
CONTRACTOR agree to participate, to the extent required by the other party, in all
proceedings, hearings, processes, meetings, and other activities related to the substance
of this Agreement or provision of the services under this Agreement. VFK and
CONTRACTOR specifically agree that no party to this Agreement shall be required to
enter into any arbitration proceedings related to this Agreement.
9.13 NONDISCRIMINATION
CONTRACTOR and VFK agree that there will be no discrimination against any person,
and it is expressly understood that upon a determination by a court of competent
jurisdiction that discrimination has occurred, this Agreement automatically terminates
without any further action on the part of any party, effective the date of the court order.
CONTRACTOR or VFK agrees to comply with all Federal and Florida statutes, and all
local ordinances, as applicable, relating to nondiscrimination. These include but are not
limited to: 1) Title VI I 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 VI I I of the Civil
Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the
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sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42
USC s. 12101 Note), as may be amended from time to time, relating to nondiscrimination
on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, 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.
9.14 COVENANT OF NO INTEREST
CONTRACTOR and VFK covenant that neither presently has any interest, and shall not
acquire any interest, which would conflict in any manner or degree with its performance
under this Agreement, and that only interest of each is to perform and receive benefits as
recited in this Agreement.
9.15 CODE OF ETHICS
VFK agrees that officers and employees of the Monroe County recognize and will be
required to comply with the standards of conduct for public officers and employees as
delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation
or acceptance of gifts; doing business with one's agency; unauthorized compensation;
misuse of public position, conflicting employment or contractual relationship; and
disclosure or use of certain information.
9.16 NO SOLICITATION/PAYMENT
The CONTRACTOR and VFK warrant that, in respect to itself, it has neither employed nor
retained any company or person, other than a bona fide employee working solely for it, to
solicit or secure this Agreement and that it has not paid or agreed to pay any person,
company, corporation, individual, or firm, other than a bona fide employee working solely
for it, any fee, commission, percentage, gift, or other consideration contingent upon or
resulting from the award or making of this Agreement. For the breach or violation of the
provision, the CONTRACTOR agrees that the VFK shall have the right to terminate this
Agreement without liability and, at its discretion, to offset from monies owed, or otherwise
recover, the full amount of such fee, commission, percentage, gift, or consideration.
9.17 PUBLIC RECORDS COMPLIANCE.
CONTRACTOR must comply with Florida public records laws, including but not limited to
Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. VFK
and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all
documents, records, papers, letters or other "public record" materials in its possession or
under its control subject to the provisions of Chapter 119, Florida Statutes, and made or
received by VFK and CONTRACTOR in conjunction with this contract and related to
contract performance. VFK shall have the right to unilaterally cancel this contract upon
violation of this provision by CONTRACTOR. Failure of CONTRACTOR to abide by the
terms of this provision shall be deemed a material breach of this contract and VFK 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
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contract. CONTRACTOR is encouraged to consult with its advisors about Florida Public
Records Law in order to comply with this provision.
9.18 NON-WAIVER OF IMMUNITY
Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the
CONTRACTOR and VFK in this Agreement and the acquisition of any commercial liability
insurance coverage, self-insurance coverage, etc. or local government liability insurance
pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage.
9.19 NON-COLLUSION AFFIDAVIT
CONTRACTOR 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
CONTRACTOR, 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
the 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.
9.20 NON-RELIANCE BY NON-PARTIES
No person or entity shall be entitled to rely upon the terms, or any of them, of this
Agreement to enforce or attempt to enforce any third-party claim or entitlement to or
benefit of any service or program contemplated hereunder, and the CONTRACTOR and
the VFK agree that neither the CONTRACTOR nor the VFK 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.
9.21 ATTESTATIONS AND TRUTH IN NEGOTIATION
CONTRACTOR agrees to execute such documents as VFK may reasonably require.
Signature of this Agreement by CONTRACTOR shall act as the execution of a truth in
negotiation certificate stating that wage rates and other factual unit costs supporting the
compensation pursuant to the Agreement are accurate, complete, and current at the time
of contracting. The original contract fee and any additions thereto shall be adjusted to
exclude any significant sums by which the agency determines the contract price was
increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit
costs. All such adjustments must be made within one year following the end of the
Agreement.
to
1600
9.22 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 or Monroe County in his or
her individual capacity, and no member, officer, agent or employee of VFK or Monroe
County shall be liable personally on this Agreement or be subject to any personal liability
or accountability by reason of the execution of this Agreement.
9.23 EXECUTION IN COUNTERPARTS
This Agreement may be executed in any number of counterparts, each of which shall be
regarded as an original, all of which taken together shall constitute one and the same
instrument and any of the parties hereto may execute this Agreement by signing any such
counterpart.
9.24 E-VERIFY SYSTEM
In accordance with F.S. 448.095, the CONTRACTOR and any subcontractor shall
register with and shall utilize the U.S. Department of Homeland Security's E-Verify
system to verify the work authorization status of all new employees hired by the
CONTRACTOR during the term of the Contract and shall expressly require any
subcontractors performing work or providing services pursuant to the Contract to
likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the
work authorization status of all new employees hired by the subcontractor during the
Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor
does not employ, contract with, or subcontract with an unauthorized alien. The
Contractor shall comply with and be subject to the provisions of F.S. 448.095.
9.25 UNCONTROLLABLE CIRCUMSTANCE
Any delay or failure of either Party to perform its obligations under this Agreement will be
excused to the extent that the delay or failure was caused directly by an event beyond
such Party's control, without such Party's fault or negligence and that by its nature could
not have been foreseen by such Party or, if it could have been foreseen, was unavoidable:
(a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other
declared emergency in the geographic area of the Project; (c) war, invasion, hostilities
(whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the
geographic area of the Project; (d) government order or law in the geographic area of the
Project; (e) actions, embargoes, or blockades in effect on or after the date of this
Agreement; (f) action by any governmental authority prohibiting work in the geographic
area of the Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial
inability to perform, changes in cost or availability of materials, components, or services,
market conditions, or supplier actions or contract disputes will not excuse performance by
Contractor under this Section. Contractor shall give VFK written notice within ten (10)
business days of any event or circumstance that is reasonably likely to result in
an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable
Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable
Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized
and resume full performance under this Agreement. The VFK will not pay additional cost
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as a result of an Uncontrollable Circumstance. The Contractor may only seek a no cost
extension for such reasonable time as the Owners Representative may determine.
IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly
authorized representative on the day and year first above written.
VFK
By:
CHAIR OF VFK
Date:
CONTRACTOR
BY:
Signature
Print Name:
Title:
Date:
END OF AGREEMENT
12
1602
LEASE AGREEMENT
FOR
1213 TRUMAN AVENUE UNIT A, KEY WEST, FL 33040
THIS LEASE, made this day of February 2025, by and between JUNGHI
C. WEISS and EDWARD H. KIM, 101 Front Street, Unit A, Key West, FL 33040
hereinafter collectively called "LANDLORD," and 3406 North Roosevelt Blvd.
Corporation d/b/a Visit Florida Keys, hereinafter called "TENANT."
WITNESSETH:
For and in consideration of the mutual covenants and agreements hereinafter
contained, the LANDLORD and TENANT agree as follows:
LEASED PREMISES AND TERM
1. (a) The LANDLORD hereby leases to the TENANT and the TENANT hereby
leases from the LANDLORD, the premises being that portion of the structure located
at 1213 Truman Avenue, Unit A, Key West, Florida 33040 consisting of approximately
1020 square feet ("Premises") "as is", together with all improvements,
appurtenances, and fixtures thereon "as is" for a term to commence February 15,
2025, and expiring January 31, 2026, at 12:00 p.m.
(b)TENANT shall have two(2)options to renew this lease for additional
One (1) year terms per the rental rates listed below. This option must be exercised
by TENANT by giving LANDLORD not less than 120 days written notice prior to the
expiration of the term of this lease.
RENTAL
2. (a) The TENANT shall pay to LANDLORD as gross rental for said premises
as follows:
$3,900.00 per month rent + Electric February 15, 2025, to January 31,
2026;
$4,044.00 per month rent + + Electric February 1, 2026, to January 31,
2027;
$4,193.00 per month rent + + Electric February 1, 2027 to January 31,
2028;
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Rent is payable upon receipt of an invoice from LANDLORD. Except as provided
in subsection 2 (b), this rent includes TENANT's proportionate share of water and
sewer, storm water and garbage charges for entire property located at 1213 Truman
Avenue and all other"triple net" charges.
(b) In the event of excessive usage as reasonably determined by the
LANDLORD, TENANT agrees to pay directly to the LANDLORD, the share
attributable to such excessive usage of water and sewer, storm water and garbage
charges for entire property located at 1213 Truman Avenue within fifteen (15) days
from receipt of billing.
(c) TENANT agrees to pay to LANDLORD as additional rent hereunder
a late fee equal to five per cent (5%) of any amount due for rent or other payments
due hereunder, if said payments are not made within ten (10) days of their due date.
(d) Payments shall be made to LANDLORD at such place and manner,
as the LANDLORD may direct from time to time. Unless and until further notice
payments shall by direct deposit to the LANDLORD'S bank account at
WELLS FARGO BANK
(e) Rent shall be paid in advance on the first day of each month without
deduction or demand as an independent covenant by the TENANT to the
LANDLORD upon receipt of an invoice from the LANDLORD.
UTILITY CHARGES
4. Except as noted in Section 2, TENANT shall be solely responsible for and
promptly pay directly to the utility company all charges for heat, gas, electricity,
telephone, internet, cable, or any other utility used or consumed in the leased
premises, for the building, within fifteen (15) days of the presentation of the invoice.
In no event shall LANDLORD be liable for an interruption or failure in the supply of
any such utilities to the leased premises.
USE
5. (a) The TENANT agrees to use and occupy said premises as an executive
office, during the entire term hereof, and shall not use same for any other purpose,
without the written consent of the LANDLORD, which consent shall not be
unreasonably withheld, except that LANDLORD may absolutely withhold consent
for use for any similar business that competes with LANDLORD'S other TENANT
at the building at the time. TENANT shall, at TENANT'S sole cost and expense,
comply with all of the requirements of all county, municipal, state, federal, and
other applicable governmental authorities, now in force, or which may hereafter be
in force, pertaining to said premises and to TENANT'S business, whether stated
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to be obligations of the LANDLORD or TENANT, and whether structural or
otherwise, none of which shall be deemed to alter or impair the TENANT'S
obligations hereunder, and shall faithfully observe in the use of the premises and
the conduct of its business all municipal and county ordinances and state and
federal statutes and regulations now in force or which may hereafter be in force.
(b) TENANT may make nonstructural alterations and improvements to the
interior (excluding any alternations or improvements to the ceiling) of the premises
of $1,000 or less per alteration without LANDLORD'S prior consent, provided the
work is performed in a good and workmanlike manner and to all codes of the City,
County & State. TENANT may repair the the floors or cover the floor with "floating"
vinyl plank or carpeting that is not glued down or installed in any manner that
damages the floor. TENANT may not change the color of the exterior of the
building. TENANT shall notify the LANDLORD of the color formula for any change
to the interior walls of the building.
(c) The LANDLORD reserves the right of inspection at reasonably
convenient times during the business hours of the TENANT, without disturbing
TENANT'S business and at any time in the event of an emergency. TENANT shall
not change the locks on the business without LANDLORD'S written consent and
shall provide LANDLORD with a set of keys to any new locks. TENANT shall not
install an alarm system without LANDLORD'S written consent and shall provide
LANDLORD with the access codes for any such system.
SIGNS
6. (a) The TENANT will not place or suffer to be placed or maintained on any
exterior door, wall, or window of the leased premises any sign, awning or canopy,
or advertising matter or anything of any kind, and will not place or maintain any
decoration, lettering, or advertising matter on the glass or any window or door of
the leased premises, without first obtaining the LANDLORD'S written approval and
consent, not to be unreasonably withheld, conditioned or delayed. TENANT further
agrees to maintain such sign, awning, canopy, decoration, lettering, advertising
matter, or other thing as may be approved, in good condition and repair at all times.
TENANT shall not remove any signs on the property without LANDLORD's written
consent.
(b) Permanent Signage. Landlord agrees to allow Tenant to use a
standard sign package to the maximum size permitted by local governmental
authorities which will be submitted and reviewed to the Landlord during the
Lease process. Tenant must get approval for location of signage. Landlord
agrees to allow Tenant to place signage in location outlined as "1" in the attached
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photo. Signage outlined as "2" in the attached photo will remain for use by
another Tenant at 1213 Truman Ave.
REPAIRS AND MAINTENANCE
7. (a) LANDLORD shall have no responsibility for any routine repairs or
maintenance but will pay that portion of major repairs in excess of $500.00 not
required because of negligence or willful misconduct of TENANT. TENANT shall
at all times keep the Leased Premises including all partitions, doors, fixtures,
equipment, and appurtenances thereof (including lighting, heating, plumbing
fixtures, and any air conditioning system) in the same order, condition, and repair
as at lease inception, and replace if required (including reasonably periodic
painting as determined by LANDLORD).
(b) If TENANT refuses or neglects to repair property as required hereunder and to
the reasonable satisfaction of LANDLORD as soon as reasonably possible after
written demand, LANDLORD may enter the premises and make such repairs, and
upon completion thereof, TENANT shall pay LANDLORD'S costs for making such
repairs within twenty (20) days of receipt of bill therefor, as additional rent.
(c) LANDLORD shall not be liable to TENANT for any damages or injuries
sustained as a result of any repair or failure to repair any portion of the Leased
Premises.
(d) Tenant is responsible to remove weeds, leaves, debris, and trash from the
driveway, front and side yard adjacent to 1213 Truman Ave Unit A, and from
gutters over 1213 Truman Ave Unit A.
SURRENDER OF PREMISES
8. At the expiration of the tenancy hereby created, TENANT shall surrender
the leased premises in the same condition as the leased premises were in upon
delivery of possession thereto under this lease, reasonable wear and tear
excepted, and damage by unavoidable casualty excepted to the extent that the
same is covered by LANDLORD'S fire insurance policy with extended coverage
endorsement, and shall surrender all keys for the leased premises to LANDLORD
at the place then fixed for the payment of rent and shall inform LANDLORD of all
combinations on locks, safes, and vaults, if any, in the leased premises, At the
termination of this lease, TENANT, if not in default, may remove its trade fixtures
for the leased premises and shall restore the premises to the condition in which
they were received by TENANT at commencement of the original term. TENANT'S
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obligation to observe or perform this covenant shall survive the expiration or other
termination of this term of this lease.
INDEMNIFICATION OF LANDLORD
9. (a) All personal property in said premises, whether belonging to the
TENANT or others, shall be and remain at TENANT'S sole risk, and LANDLORD
shall not be responsible for any damage to or loss of such personal property. Nor
shall the LANDLORD be liable for any personal injury to TENANT or other persons
in and about said premises except for LANDLORD'S negligence or willful
misconduct.
(b) Subject to the provisions of 768.28, TENANT will indemnify LANDLORD
and save him harmless from and against any and all claims, actions, damages,
liability, and expense in connection with loss of life, personal injury, and/or damage
to property arising from or out of any occurrence in, upon, or at the leased
premises, or the occupancy, or use by TENANT of the leased premises or any part
thereof, or occasioned wholly or in part by any act of omission of TENANT, its
agents, contractors, employees, servants, or lessees. In case LANDLORD shall
without fault on his part, be made a party to any litigation commenced by or against
TENANT, then TENANT shall protect and hold LANDLORD harmless and shall
reimburse all reasonable costs, expenses, and reasonable attorney's fees incurred
or paid by LANDLORD in connection with such litigation.
INSURANCE
10. TENANT shall, during the entire term hereof, keep in full force and effect
a policy of public liability and property damage insurance with respect to the leased
premises, the sidewalks in front of the leased premises, and the business
operated by TENANT and any sub-TENANTs of TENANT in the leased premises
in which the limits of public liability shall not be less than One Million and 00/100
Dollars ($1,000,000,00) for personal injuries, per accident, and in which the
property damage liability shall not be less that One Hundred Thousand and 00/100
Dollars ($100,000.00) for each accident. The policy shall name the LANDLORD,
any person, firms, or corporations designated by the LANDLORD and TENANT as
insured and shall contain a clause that the insurer will not cancel or change the
insurance without first giving the LANDLORD thirty (30) days prior written notice.
The insurance shall be with an insurance company approved by the LANDLORD
and a copy of the policy, or a certificate of insurance shall be delivered to
LANDLORD prior to the commencement of the term of this agreement.
SUBORDINATION
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11. This lease shall be, and at all times remain subject and subordinate to the
mortgage or mortgages and/or deeds of trust and/or bond issues and/or trust
indentures now on or which may hereafter be placed upon the premises, and to all
advances made or hereafter to be made on the security thereof, and the recording
of such mortgage or mortgages and/or deeds of trust and/or bond issues and/or
trust indentures shall have preference and precedence over and be superior and
prior in lien to this Lease, irrespective of the date of recording of the said mortgage
or mortgages and/or deeds of trust and/or bond issues and/or trust indentures; it
being further intended that this provision shall be self-operating without the necessity
of any further instrument, but if requested to do so, TENANT shall execute any
reasonable instrument without cost to it which may be deemed necessary or
desirable further to effect the subordination of this Lease to any such mortgage or
mortgages and/or deeds of trust and/or bond issues and/or indentures.
ASSIGNMENT AND SUBLETTING
12. TENANT shall have the right to assign the Lease or sublet the Premises,
without charge but with LANDLORD'S consent being required, which will not be
unreasonably withheld, except that LANDLORD may absolutely withhold consent
for any use of the premises as an exterminator's office or any similar business that
competes with LANDLORD'S other TENANT at the building at the time.
LANDLORD may request a background/credit check and take that information into
consideration when making the decision to sublet. TENANT may not assign or
sublease the premises for more than the amount of rent being paid hereunder to the
LANDLORD.
13. If this Lease is assigned, transferred, or sublet contrary to the provisions
of the foregoing paragraph, LANDLORD may collect from assignee, subtenant, or
occupant, and apply net amount collected to the rent herein reserved, but no such
assignment, subletting, occupancy, or collection shall be deemed an acceptance of
the assignee, subtenant, or occupant as TENANT, or a release of TENANT from
their further performance under this lease agreement.
14. Notwithstanding any assignment or sublease, TENANT shall remain fully
liable on this lease and shall not be released from performing any of the terms,
covenants, and conditions of this lease and any assignment or sublease shall be
subject to all the terms and conditions of this lease which shall be incorporated by
reference into any such assignment or sublease.
DESTRUCTION OF LEASED PREMISES
15. If the leased premises shall be damaged by fire, the elements, unavoidable
accident, or other casualty, but are not hereby rendered untenantable in whole or in
Page 6 of 12
1608
part, LANDLORD shall at its own expense cause such damage to be repaired to
the extent not exceeding the insurance proceeds received, and the rent shall not
be abated. If by any reason of such occurrence, the premises shall be rendered
untenantable only in part, LANDLORD shall at its own expense cause the damage
to be repaired, and the rent meanwhile shall be abated proportionately as to the
portion of the premises rendered untenantable. If the premises shall be rendered
wholly untenantable by reason of such occurrence, the LANDLORD shall at its own
expense cause such damage to be repaired, and the rent meanwhile shall be abated
in whole by the LANDLORD except that either party shall have the right, to be
exercised by notice in writing, delivered to the other within sixty (60) days from and
after such occurrence, to elect not to continue the lease in the event that the
improvements will take in excess of one hundred eighty (180) days to restore, and
in such event, this lease and the tenancy hereby created shall cease as of the date
of the said occurrence, the rent to be adjusted as of such date. In no event shall
LANDLORD be required to make any repair that in their sole discretion will cost
more than the amount of insurance proceeds received and if the event causing
damage to the premises is not covered by insurance, there shall be no obligation
whatsoever to make any repair.
CONDEMNATION
16. (a) If the whole of the leased premises shall be acquired or condemned by
eminent domain for any public or quasi-public use or purpose, and in the event that
such partial taking or condemnation shall render the leased premises unsuitable for
the business or the TENANT, then the term of this lease shall cease and terminate
as of the date of title vesting in such proceedings and TENANT shall have no claim
against LANDLORD or the condemnation proceeds for the value of any unexpired
term of this lease. In the event of a partial taking or condemnation which is not
extensive enough to render the premises unsuitable for the business of the
TENANT, then LANDLORD shall promptly restore the leased premises to a
condition comparable to its condition at the time of such condemnation less the
portion lost in the taking, and this lease shall continue in full force and effect.
(b) In the event that any condemnation or taking as hereinbefore provided,
whether whole or partial, the TENANT shall not be entitled to any part of the award,
as damages or otherwise, for such condemnation, and LANDLORD are to receive
the full amount of such award, and TENANT hereby expressly waive any right or
claim to any part thereof.
(c) Although all damages in the event of any condemnation are to belong to
the LANDLORD, whether such damages are awarded as compensation for
diminution in value of the leasehold or to the fee of the lease premises, TENANT
shall have the right to claim and recover from the condemning authority but not from
LANDLORD such compensation as may be separately awarded or recoverable by
TENANT in TENANT'S own right on account of any and all damage to TENANT'S
Page 7 of 12
1609
business by reason of the condemnation and for or on account of any cost or loan to
which TENANT might be put in removing TENANT'S merchandise, furniture, fixtures,
leasehold improvements, and equipment.
HOLDING OVER
17. Any holding over after the expiration of the term hereof, with the express
consent of the LANDLORD, shall be construed to be a tenancy from month to month
at the rents hereinabove specified (pro-rated on a monthly basis) and shall
otherwise be on the terms and conditions herein specified, so far as applicable.
WASTE
18. The TENANT shall not commit or suffer to be committed any waste upon
the leased premises.
DEFAULT
19. In the case of any default in the payment of any rent herein agreed to be
paid, or in the case of a non-monetary default that is not cured within twenty (20)
days after notice, the LANDLORD may declare such term ended and may re-enter
the Premises. THE TENANT HEREBY WAIVES ALL RIGHT TO A THIRTY (30)
DAY NOTICE TO QUIT OR OTHER NOTICE AND WAIVES THE RIGHT TO TRIAL
BY JURY IN ANY SUIT BETWEEN THE PARTIES. Any such case of re-entry or
repossession by the LANDLORD the same shall operate as a termination of and
put an end to the tenancy hereby created, and all rights and privileges of the
TENANT shall thereupon be at an end, but the TENANT shall continue to be liable
to the LANDLORD for any damages it may have suffered thereby. Further, in the
event of a default in the payment of rent that is not cured within twenty (20) days, the
rent for the remaining term of the lease shall become immediately due and payable
at the option of the LANDLORD.
LEGAL EXPENSES
20. In case suit shall be brought for recovery of rent or any other amount due
under the provisions of this lease, or because of the breach of any other covenant,
agreement, or condition herein contained on the part of TENANT to be kept or
performed, in addition to any other damages sustained by the LANDLORD, the
TENANT shall pay to LANDLORD all expenses whatsoever incurred on account of
such litigation, including reasonable attorneys'fees.
Page 8 of 12
1610
QUIET ENJOYMENT
21. Upon payment by the TENANT of the rents herein provided and upon the
observance and performance of all the terms, covenants, and conditions on
TENANT'S part to be observed and performed, TENANT shall peaceably and
quietly hold and enjoy the leased premises for the term hereby demised without
hindrance or interruption by LANDLORD or any other person or persons lawfully
or equitably claiming by, through, or under the owner, subject nevertheless to the
terms and conditions of this lease.
WAIVER
22. The waiver by LANDLORD of any breach of any term, covenant, or
condition herein contained shall not be deemed to be a waiver of nor shall
LANDLORD thereby be estopped from asserting or relying upon such term,
covenant, or condition or any subsequent breach of the same or any other term,
covenant, or condition herein contained. The subsequent acceptance of rent
hereunder by LANDLORD shall not be deemed to be a waiver of any preceding
breach by TENANT of any term, covenant, or condition of this lease, other than
the failure of TENANT to pay the particular rent so accepted, regardless of the
LANDLORD'S knowledge of such preceding breach at the time of acceptance of
such rent. No term, covenant, or condition of this lease, including the instant one,
shall be deemed to have been waived by LANDLORD, unless such waiver is in
writing by LANDLORD.
ACCORD AND SATISFACTION
23. No payment by TENANT or receipt by LANDLORD of a lesser amount
than the monthly rent herein stipulated shall be deemed to be other than on
account of the earliest stipulated rent, nor shall any endorsement or statement on
any check or any letter accompanying any check or payment as rent be deemed
an accord and satisfaction, and LANDLORD may accept such check or payment
without prejudice to LANDLORD'S right to recover the balance of such rent or
pursue any other remedy in this lease provided.
PARTIAL INVALIDITY
24. If any term, covenant, or condition of this lease or the application thereof
to any person or circumstance shall, to any extent, be invalid or unenforceable, the
remainder of this lease, or the application of such term, covenant, or condition to
persons or circumstances other than those as to which it is held invalid or
unenforceable, shall not be affected thereby, and each term, covenant, or condition
of this lease shall be valid and be enforced to the fullest extent permitted by law.
Page 9 of 12
1611
NOTICES
25. (a) Any notice to LANDLORD by TENANT shall be served by Certified or
Registered Mail, postage prepaid, addressed to LANDLORD at 101 Front Street
#4, Key West, FL 33040 and 13 Climbing Rose Court, Rockville, MD 20850 or at
such other address as LANDLORD may designate. Notice may also be sent by
acknowledged email to j,uI„i „g,lr2,iiwe,i, , , lriofrrialill.corrn, or ca, ,llkii,r� .........9.........9........ „ , „Ir, , , „ern or
such other email address as LANDLORD may designate.
(b) Any notice to TENANT by LANDLORD may be served by Certified or
Registered mail, postage prepaid, addressed to TENANT at: the Leased Premises
or, or such other address as TENANT may designate by written notice. Notice may
also be sent by acknowledged email to II , irflla l eas.corrn or such other email
address as TENANT may designate. Notice to either Tenant shall constitute notice
to both Tenants.
CAPTIONS AND SECTION NUMBERS
26. The captions, section numbers, article numbers, and index appearing in
this lease are inserted only as a matter of convenience and in no way define, limit,
construe, or describe the scope or intent of such sections or articles of this lease
nor in any way affect this lease.
SUCCESSORS
27. All rights and liabilities herein given to, or imposed upon, the respective
parties hereto shall extend to and bind the several respective heirs, executors,
administrators, successors, and assigns of the said parties. No rights, however,
shall inure to the benefit of any assignee of TENANT unless the assignment to
such assignee has been approved by LANDLORD in writing as provided above.
BROKER'S FEES
28. Landlord agrees to pay all broker fees associated with tenant's lease of
premises.
PARKING
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1612
29. Tenants for Unit A, Unit B, and Unit C will share the Parking Space at 1213
Truman Ave. There is no assigned parking. Parking is on a first come basis.
1. Hold Harmless: Subject to the provisions of Sec. 768.28, Florida Statues, the
Tenant is liable for and shall defend, release, discharge, indemnify, and hold harmless
the Landlord, and against any and all claims, demands, causes of action, losses, costs
and expenses of whatever type including investigation and witness costs and expenses
and attorneys' fees and costs that arrive out of or are attributable to the Tenant's
operations on the premises except for those claims, demands, damages, liabilities,
actions, cause of action, losses, cost and expenses that are the result of acts or omissions
of the Landlord, its employees and agents.
2. Consent to Jurisdiction: This agreement shall be construed by and governed
under the laws of the State of Florida and venue for any action arising under this
management agreement shall be in Monroe County, Florida. This agreement is not subject
to arbitration.
3. Non-Waiver: Any wavier or any breach of covenants herein contained to be kept
and performed by either party shall not be deemed or considered as a continuing waiver
and shall not operate to bar or prevent the other party from exercising any of its remedies
under this agreement, at law or in equity for any succeeding breach, either of the same
condition or covenants or otherwise.
4. Non-Discrimination: 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. County or Grantee agree to comply with all Federal and Florida statutes, and all
local ordinances, as applicable, relating to nondiscrimination. These include but are not
limited to: 1) Title VI I of the Civil Rights Act of 1964 (PL 88-352) which prohibits
discrimination on the basis of race, color or national origin; 2) Title IX of the Education
Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which
prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of
1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of
disabilities; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107)
which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and
Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the
basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention,
Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to
nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health
Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended,
relating to confidentiality of alcohol and drug abuse patient records; 8)Title VI I I of the Civil
Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the
sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42
USC s. 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
Page 11 of 12
1613
nondiscrimination provisions in any Federal or state statutes which may apply to the
parties to, or the subject matter of, this Agreement.
ENTIRE AGREEMENT
30. This lease and the Exhibits, if any, attached hereto and forming a part
hereof, set forth all the covenants, promises, agreements, conditions, or
understandings, either oral or written, between LANDLORD and TENANT
concerning the leased premises and there are no other covenants, promises,
agreements, conditions, or understandings, either oral or written, between them
other than herein set forth. Except as herein otherwise provided, no subsequent
alteration, amendment, change, or addition to this Lease shall be binding on
LANDLORD or TENANT unless reduced to writing and signed by them.
IN WITNESS WHEREOF, the parties have executed this Lease the day
and year first written above.
TENANT:
(seal)
Diane Schmidt — Chairperson
(phone number)
LANDLORD:
(seal)
JUNGHI C. WEISS (703) 300-4904
(seal)
EDWARD H. KIM (408) 242-6510
Page 12 of 12
1614
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