HomeMy WebLinkAboutItem D2 D2
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
May 21, 2025
Agenda Item Number: D2
2023-3986
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 1) Amendment to Agreement with Academy
Street Collaboration for Consulting Services 2)Amendment to Agreement with HumaniHR for Human
Resource services 3)Agreement with PrintFarm for material storage and shipping services 4)Agreement
with Civitas for Professional Services. Approval to waive the Purchasing Policy for price quotes for
Civitas is also requested.
ITEM BACKGROUND:
Visit Florida Keys authorized the Chairperson or Vice-Chairperson to sign agreements relating to the
transition of agencies at their meeting of December 6, 2024. The agreement with PrintFarm was held by
the previous Advertising Agency.
Visit Florida Keys approved the amendments to the Agreement with Academy Street Collaboration and
HumanHR, and at their meeting of April 10, 2025.
Visit Florida Keys approved entering into an agreement with Civitas at their meeting of April 10, 2025.
Subsequently, the scope of services approved by VFK has been revised, and the final Agreement will be
placed before VFK at their meeting of June 17, 2025 for ratification. A draft Agreement is attached to
this agenda item as approval of the expenditure. Approval to waive the purchasing policy regarding
price quotes for this Professional Service is requested as Civitas is uniquely qualified in providing these
services to Destination Marketing Organizations.
PREVIOUS RELEVANT BOCC ACTION:
INSURANCE REQUIRED:
No
CONTRACT/AGREEMENT CHANGES:
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STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Print Farm Agreement.pdf
3rd Amendment Bill Hanbury.pdf
2nd Amendment Humani.pdf
Draft Civitas Agreement with Addendum.pdf
FINANCIAL IMPACT:
Academy St. 116-75038
Humani FIR 116-76007
Civitas
115 75037
115 75039
115 75038
116 76066
116 76065
PrintFarm
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Material Storage and Packing Agreement
THIS AGREEMENT (Agreement), made and entered into this day
of , 20257 A.D., by and between 3406 North Roosevelt Blvd Corporation
d/b/a Visit Florida Keys, (hereinafter called Visit Florida Keys), and The Print Farm.com,
Inc. d/b/a PF Solutions (hereinafter called the Company).
WITNESSETH:
WHEREAS, Company has provided storage of materials and packaging of
materials for trade shows for the Sales Department through a contract with a previous
Agency of Record; and
WHEREAS, 3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys
(VFK), 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) previously authorized the Chairperson or Vice-Chairperson to sign agreements
relating to the transitions of agencies at their meeting of December 6, 2024; and
WHEREAS, Visit Florida Keys desires to enter into this Agreement to continue the
services provided by Company; and
NOW THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows-
1. Scope of Services: Company shall provide storage and packing services for materials
utilized by the Sales Department for trade shows. The company will store materials such
as printed items, USB drives , bags booths etc. for Visit Florida Keys for use at trade/travel
shows. Company currently has 25 skids of materials that are warehoused. Company
hosts and maintain web site and pulls materials upon online orders. These items are all
available online for ordering pick and pack orders box and ship products on demand pick
and pack orders and prepare for freight shipments for needed shows.
2. Term: The Agreement shall commence retroactively to February 1, 2025 and terminate
on January 31, 2026.
Payment: Payment shall be in the amount of $2,004/month for storage and packing
services upon receipt of an invoice in accordance with the Local Government Prompt
Payment Act, F.S. 218.70. Cost of the shipment shall be paid via Visit Floria Keys FedEx
account or other shipping account.
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
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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.
This Agreement is subject to the approval of payment of the expenditure under this
agreement by the County. No valid contract exists, and no payments shall be made until
approved by the Monroe County Board of County Commissioners.
The Count�'s indemnification is limited and subject to the sovereign immunity provisions
of Sec. 768.28, Florida Statutes.
Maintenance of Records: Company shall maintain all books, records, and documents
directly pertinent to performance under this Agreement in accordance with generally
accepted accounting principles consistently applied. Each party to this Agreement or their
authorized representatives, shall have reasonable and timely access to such records of
each other party to this Agreement for public records purposes during the term of the
Agreement and for five years following the termination of this Agreement. If an auditor
employed by 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 subject to arbitration.
Attorney's Fees and Costs: The Parties agree that in the event any cause of action or
administrative proceeding is initiated or defended by any party relative to the enforcement
or interpretation of this Agreement, the prevailing party shall be entitled to reasonable
attorney's fees and court costs, as an award against the non-pre prevailing party, and
shall include attorney's fees and courts costs in appellate proceedings. Mediation
proceedings initiated and conducted pursuant to this Agreement shall be in accordance
with the Florida Rules of Civil Procedure and usual and customary procedures required
by the circuit court of Monroe County.
Nondiscrimination: The Parties agree that there will be no discrimination against any
person, and it is expressly understood that upon a determination by a court of competent
jurisdiction that discrimination has occurred, this Agreement automatically terminates
without any further action on the part of any party, effective the date of the court order.
The Parties agree to comply with all Federal and Florida statutes, and all local
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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 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
1811
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 S
ccurity'.5 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 Homeland Security'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
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.
1812
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:
Print Farm
President
Print Name
Date:
1813
Amendment #3 to the Consulting Agreement
THIS AMENDMENT to the Consulting Agreement dated the September 24,
2025, is entered into on this day of April 2025 by and between the 3406 North
Roosevelt Boulevard Corporation d/b/a Visit Florida Keys (Client), a nonprofit
corporation incorporated in the State of Florida and William A. Hanbury, Academy
Street Collaboration, LLC (Consultant).
WHEREAS, 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, Amendment #1 dated December 10, 2024, extended the
Agreement to January 17, 2025; and
WHEREAS, Amendment #2 dated January 13, 2025, extended the Agreement
to June 5, 2025, and expanded the scope of consulting services; and
WHEREAS, it has now become necessary to amend the Agreement again to
amend and extend the consulting services scope for an additional four month
period from June 6, 2025, to October 6, 2025;
NOW THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree to amend the Agreement as follows:
1. The Consultant Deliverables and Services Provided shall be revised to
include the following new deliverables and services and the continuation
of services as set forth below for the term of June 6, 2025 to October 6,
2025:
Consultant Deliverable and Services
Provided for the Period of June 6, 2025, to October 6, 2025
1) The Consultant will continue to lead the Sales Department, as Interim DOS,
until the new Vice President of Sales and Services is employed. At that point,
the Consultant will assist in onboarding the new employee. Up until then, the
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1814
Consultant will continue lead weekly sales meetings, coordinate sales
mission and tradeshow staff assignments, oversee Sales Department
financial authorizations, and if necessary, participation in selected sales
department assignments. Further, the Consultant will continue to play a role
in the coordination and partner support for World Pride 2025, to be held in
Washington DC in late May and early June 2025.
2) The Consultant will continue to direct the eleven-week destination marketing
organization (DMO) training program for all VFK employees. Six sessions have
been completed. Each employee is participating in the eleven one-hour
training modules which cover various DMO best practices and tourism
industry knowledge. The program has added an additional session to
accommodate the Florida Ethics Institute's "Complaint Compliance" training
session for both VFK staff and TDC Board Members.
3) Further, the Consultant will continue to support new employee onboarding
and other training activities as required by the organization.
4) The Consultant will continue to assist the Vice President Marketing &
Communications in building the VFK management structure for internalizing
public relations functions, and oversight of the new external Agencies of
Record.
5) The Consultant will lead the drafting and issuing of a new RFP for exhibition
design, build, and logistic services. The timeframe for this process is June
through August 2025. As needed, the Consultant will advise the RFP Selection
Committee during the evaluation process of RFP respondents.
6) The Consultant will continue to collaborate with the Vice President of
Technology & Partnerships and the Senior Director of Strategy & Special
Projects concerning website/digital platform development and new partner
initiatives, respectively. As the organization builds the new website and
develops partnership tracking/communications systems for over 2,500
stakeholders across the Keys, the Consultant will keep DMO best practices at
the forefront of these initiatives.
7) The Consultant will continue to assist the CEO with the DestinationNEXT
strategic planning process. This program is at an important stage of seeking
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1815
input from stakeholders across the Florida Keys and Key West. The project
has become a top organizational priority.
8) The Consultant is currently directing the authoring of the Sales Department's
portion of the FY2025-26 Marketing Plan. Also, the Consultant is advising the
Vice President Marketing & Communications, and other senior VFK
leadership relative to authoring their departmental components of the
Marketing Plan. Further, the Consultant is working with the CEO and
COO/CFO regarding the development of the FY2025-26 Budget to assure
synchronization with the Marketing Plan across all VFK departments.
9) The Consultant will continue to provide oversight for the contracts and scope
of work renewals for VFK's International Agencies of Record in Canada, the
United Kingdom, and the European Union.
10) The Consultant will work on the following deliverables and services as
outlined in the original Consulting Agreement. This includes:
a) Complete the final steps of the TDC/VFK Remediation Plan relative to the
Cherry Bekaert Risk Assessment and the four County Audits; plus,
complete the implementation of the Florida Ethics Institute's TDC/VFK
Policies and Procedures recommendations.
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 which is now expected to begin in July 2025.
e) Participate in weekly senior leadership meetings and full staff meetings.
f) Address short-term issues/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 all regular meetings
regarding management strategy and tactics, either in person or via zoom.
2. The TERM OF THE AGREEMENT shall be revised to add the following:
The Term of the Agreement shall be extended for a period to begin on June
6, 2025, and will remain in full force and effect until October 6, 2025, or
subject to earlier termination as provided by the original Agreement.
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3. The COMPENSATION shall be revised to add the following:
For services rendered by the Consultant, as required by this Amendment 3 to the
Consulting Agreement, the Client will provide compensation for the Consultant of
$250 per hour for up to 60 hours per month of the Consultant's allocated time for
a cost not to exceed $15,000 monthly. The total billable-hour cost of the four-month
Consulting Assignment will not exceed $60,000. 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 REIMBURSEMENT OF EXPENSES shall be revised to add the following:
Estimated travel expenses forthe four-month timeframe, June 6 to October 6, 2025,
will not exceed $12,000. Expenses will not be billed if not incurred. The Consultant
will continue to adhere to all VFK expense provisions as required by the original
agreement.
5. All other provisions, as noted in the original Consulting Agreement, as
amended by Amendment 1 and 2 remain in full force and effect.
In witness therefore the parties have set their hands and seal on this day and year
first written above:
3406 North Roosevelt Blvd. Corporation Academy Street Collaboration, LLC
d/b/a Visit Florida Keys
By By_ —
Chairperson Principal
Print Name Print Name
Date Date
4
1817
Amendment(2nd Amendment)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 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, the Agreement was revised by the 1 st Amendment to the Agreement to allow for
the reimbursement of Human Resource Software; and
WHEREAS, with the addition of the Human Resource Software and the services provided
thus far, the contract is due to exceed $100,000.00 and needs to be revised as set forth herein; and
WHEREAS,VFK staff wishes to continue to contract with Humani to provide ongoing human
resource services; and
WHEREAS,there were price quotes obtained when this service was originally procured, and
it was then determined that Humani was the best provider of services given the level of service and
type of services offered and other qualitative considerations; and
WHEREAS,VFK staff has sought a waiver of the procurement policy from the VFK board and
Monroe County Board of County Commissioners in order to waive the requirement to seek
additional price quotes and to engage in a competitive solicitation as Humani has proven to be a
well-qualified professional service and utilizing their service would be more cost effective than
seeking to hire staff to perform these services; and
NOW THEREFORE, in consideration of the mutual covenants contained in herein, the
parties agree to amend the Agreement as follows:
1. Paragraph 3 of the Agreement shall be revised to read: The term of this Agreement (the
"Term")will begin on the date first stated above in this Agreement to September 30, 2027.
2. Paragraph 8 should be deleted.
3. Appendix of the Agreement shall be revised as attached hereto
4. The remaining provisions of this Agreement dated September 24, 2024, as amended shall
remain in full force and effect.
2nd Amendment to Agreement— Humani HR
1
1818
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:
Humani HR Co.
Principal
Print Name
Date:
2nd Amendment to Agreement— Humani HR
2
1819
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N
CIVITAS
April 28, 2025
Ms. Diane Schmidt
3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys
1201 White St, Suite 102
Key West, FL 33040
Dear Diane,
3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys ("VFK") desires to hire
Civitas Advisors, Inc., a California corporation, ("Civitas"), (collectively"the Parties"), to
provide professional services related to reviewing and editing organizational documents.
This Agreement ("Agreement") sets forth the terms and conditions of the agreement
between the Parties.
1. Services
The scope and terms of the services are described in Exhibit A, Scope of Services and Fees,
("SOSF") which shall be incorporated herein by this reference. Civitas agrees that, at all
times, it will faithfully, industriously and,to the best of its skill, ability, experience, and
talents,will discharge its tasks and functions hereunder. Unless otherwise specified,
Civitas shall furnish the materials, equipment, and other resources necessary to perform
the services.
2. Term
This Agreement starts on and continues for one year ("Term"), unless earlier
terminated in accordance with Section 14 (Termination).Any extension of the Term is
subject to a mutual written agreement between VFK and Civitas.
3. Fees and Payment
As full compensation for the services provided to VFK in this Agreement,VFK shall pay
Civitas the fees specified in the SOSF (the "Fees"), payable monthly.
VFK will pay all undisputed Fees within thirty (30) calendar days after VFK's receipt of an
invoice submitted by Civitas.
The total amount of this Agreement shall not exceed $100,000. Of this amount, $25,000
will be invoiced during this fiscal year ending September 30, 2025.
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CIVITAS
4. Relationship of the Parties
Civitas enters into this Agreement as, and shall continue to be, an independent contractor.
Civitas shall act in accordance with this status and shall not, nor shall Civitas employees,
hold Civitas or the employee out as an officer or employee of VFK nor shall Civitas make
any claim based on any right or privilege applicable to VFK's employees. Civitas has no
authority (and will not hold Civitas out as having authority) to bind VFK and Civitas will not
make any agreements or representations on VFK's behalf without VFK's prior written
consent. Under no circumstances shall Civitas or its employees or agents look to VFK as its
employer, or as a partner, agent, or principal.
Civitas and its employees or agents shall not be entitled to, nor shall they make any claim
for, any benefits accorded to VFK's employees including worker's compensation, disability
insurance, stock options, pension benefits, vacation, or sick pay. Civitas shall be responsible
for providing, at Civitas' expense, and in Civitas' name, any required disability, worker's
compensation, or other insurance as well as licenses and permits usual or necessary for
performing the services provided for under this Agreement, and Civitas shall supply to VFK
satisfactory proof of same on demand.
S. Ownership of Works
Civitas agrees that all copyrightable material, including writings, software, drawings and
designs, and all ideas, inventions, developments, and discoveries made, conceived, or
reduced to practice by Civitas during the Term, whether individually or in collaboration
with others, are the sole and exclusive property of VFK.
VFK is, and will remain,the sole and exclusive owner of all right,title, and interest in and to
any documents, specifications, data, know-how, methodologies, software, intellectual
property, trade names, and other materials provided to Civitas by VFK("VFK Materials").
Civitas have no right or license to reproduce or use any VFK Materials except solely during
the Term to the extent necessary to perform Civitas' obligations under this Agreement.All
other rights in and to the VFK Materials are expressly reserved by VFK.
6. Insurance
Civitas shall maintain in force and at Civitas' cost during the term of this Agreement, such
full and comprehensive insurance policies, including workers' compensation, commercial
general liability, and errors and omissions, as would be taken out by a reasonable and
prudent person performing Civitas' obligations under this Agreement.
Civitas shall comply with all terms and conditions of the insurance policies and shall upon
request supply to VFK copies of such insurance policies and evidence that the relevant
premiums have been paid.
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CIVITAS
7. Disclosure of Terms and Confidentiality
Civitas agrees that VFK may disclose this Agreement to fulfill its business and contractual
obligations, herein or otherwise. Civitas acknowledges that Civitas will have access to
information that is treated as confidential and proprietary by VFK, including, without
limitation,the existence and terms of this Agreement,trade secrets, technology, and
information pertaining to business operations and strategies, customers, pricing,
marketing, finances, sourcing, personnel, or operations of VFK, its affiliates, or their
suppliers or customers, in each case whether spoken,written, printed, electronic, or in any
other form or medium (collectively,the "Confidential Information").Any Confidential
Information that Civitas access or develop in connection with the services shall be subject
to the terms and conditions of this Section. Civitas agrees to treat all Confidential
Information as strictly confidential, not to disclose Confidential Information or permit it to
be disclosed, in whole or part,to any third party without the prior written consent of VFK
in each instance, and not to use any Confidential Information for any purpose except as
required in the performance of the services. Civitas shall notify VFK immediately in the
event Civitas becomes aware of any loss or disclosure of any Confidential Information.
8. Representations and Warranties
Civitas represents and warrants to VFK that:
(a) Civitas has the right to enter into this Agreement,to grant the rights granted herein,
and to perform fully all of its obligations in this Agreement;
(b) Civitas' performance of the services do not and will not conflict with or result in any
breach or default under any other agreement to which Civitas is subject;
(c) Civitas has the required skill, experience, and qualifications to perform the services,
Civitas shall perform the services in a professional and workmanlike manner in
accordance with generally recognized industry standards for similar services, and
Civitas shall devote sufficient resources to ensure that the services are performed in
a timely and reliable manner;
VFK hereby represents and warrants to Civitas that:
(a) it has the full right, power, and authority to enter into this Agreement and to
perform its
obligations hereunder; and
(b)the execution of this Agreement by its representative whose signature is set forth at
the end hereof has been duly authorized by all necessary corporate action.
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CIVITAS
9. Assignment
Civitas understands that Civitas has been retained based upon its particular expertise and
that absent VFK's prior written permission, Civitas shall not assign any portion of the work
to be performed hereunder to a third party.
10. Non-Solicitation
During the term of this Agreement and for a period of one (1) year after the termination
hereof, (a) Civitas agrees not to hire or attempt to hire any employee, contractor, sub-
contractor or other agent of VFK and (b) VFK agrees not to hire any personnel furnished by
Civitas hereunder, without Civitas' express written consent.
11. Conflict of Interest
Civitas shall at all times keep VFK fully informed of any and all of Civitas' other actual or
potential undertakings, business activities or interests which could give rise to a direct or
indirect conflict of interest with the interests of VFK. Civitas hereby discloses that we assist
destination organizations in Florida and throughout the world with assistance related to
funding and organizational issues.
12. Indemnification
Civitas agree to indemnify VFK, its officers and directors, and its employees and agents,
from all liability, claims, damages (including claims of bodily injury, property damage, or
negligence), or loss, including costs, expenses, and attorney fees,which arise in connection
with or as a result of Civitas' negligent acts or negligent omissions.
13. Waiver,Amendment, or Modification
Any waiver, amendment, or modification of any provisions of this Agreement or any right,
power or remedy hereunder shall not be effective unless made in writing and signed by the
parties.
No failure or delay by either party in exercising any right, power, or remedy with respect to
any of its rights under this Agreement shall (i) affect in any way the right to require full
performance any time thereafter or (ii) operate as a waiver of any right, power, or remedy
regarding any past, present, or succeeding breach of the same or of any other provisions or
constitute a waiver of the provision itself.
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14. Termination
Either party may terminate this Agreement at any time by giving thirty (30) calendar days
written notice of termination to the non-terminating party. Either party may terminate this
Agreement, effective immediately upon written notice of termination to the non-
terminating party, if the non-terminating party breaches this Agreement, and such breach
is incapable of cure, or with respect to a breach capable of cure,the non-terminating party
does not cure such breach within ten (10) calendar days after receipt of written notice of
such breach.
In the event of termination pursuant to this section,VFK shall pay Civitas on a pro-rata
basis any fees then due and payable for any services completed up to and including the
date of such termination.
15. Force Majeure
No party shall be liable for any delay or failure in performance (except for any obligations
to make payments to the other party hereunder) due to events outside the defaulting
party's reasonable control, including without limitation acts of God, earthquake,third-party
labor disputes, shortages of supplies, riots,war, acts of terrorism, fire, epidemics, delays of
common carriers, government regulations, disaster, strikes (except those involving the
employees or agents of the party seeking the protection of this clause) or other
circumstances beyond its reasonable control. The obligations and rights of the excused
party shall be extended on a day-to-day basis for the time period equal to the period of the
excusable delay.
16. Severability
If any term or provision of this Agreement is determined to be, to any extent, illegal, invalid
or unenforceable in arbitration or by a court of competent jurisdiction,the remainder of
this Agreement shall not be affected thereby, and all other terms and provisions of this
Agreement shall be valid and enforceable to the fullest extent permitted by law.
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17. Compliance With Laws
Civitas shall comply with all applicable laws, rules, and regulations in connection with its
performance of the services.
18. Counterparts and Electronic Delivery
This Agreement may be executed in multiple counterparts, each of which when executed
shall be deemed to be an original, but all of which together shall constitute one and the
same agreement.
Execution and delivery of this Agreement by electronic means shall be deemed to be, and
shall have the same legal effect as, execution by original signature and delivery in person.
19. Survival
Any provision of this Agreement that imposes an obligation after termination or expiration
of this Agreement shall survive the termination or expiration of this Agreement and be
binding on the parties.
20. Governing Law, Jurisdiction, and Venue
This Agreement, and all matters arising out of or relating to this Agreement and the
services provided hereunder,whether sounding in contract,tort, or statute, for all
purposes shall be governed by and construed in accordance with the laws of the State of
Florida, including its statutes of limitations, without giving effect to any conflict of laws
principles that would cause the laws of any other jurisdiction to apply.Any action or
proceeding by either party to enforce this Agreement shall be brought only in any state or
federal court located in the State of Florida. The parties hereby irrevocably submit to the
exclusive jurisdiction of these courts and waive the defense of inconvenient forum to the
maintenance of any action or proceeding in such venue.
21. Notices
All notices and other communications hereunder (each, a "Notice") required to be given
hereunder shall be given in writing and address to the parties at the addresses set forth on
the first page of this Agreement.All Notices shall be delivered by personal delivery,
nationally recognized overnight courier (with all fees prepaid), email, or certified or
registered mail (in each case, return receipt requested, postage prepaid). Except as
otherwise provided in this Agreement, a Notice is effective only if: (a) the receiving party
has received the Notice and (b) the party giving the Notice has complied with the
requirements of this section. Notice shall be deemed given on the date of delivery thereof.
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22. Entire Agreement
This Agreement, including the SOSF attached hereto and incorporated herein by this
reference, between Civitas and VFK constitutes the entire agreement between the parties in
connection with the subject matter hereof and supersedes all prior and contemporaneous
agreements, understandings, negotiations, and discussions,whether oral or written, of the
parties, and there are no warranties, representations and/or agreements among the parties
in conjunction with the subject matter hereof except as specifically set forth or referred to
herein.
Accepted and Agreed:
3406 North Roosevelt Blvd. Civitas Advisors, Inc.
Corporation d/b/a Visit Florida Keys
By: By:
Name: Diane Schmidt Name: John A. Lambeth
Title: Chairperson Title: President&CEO
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Exhibit A: Scope of Services and Fees
Below is a brief scope of work related to Civitas providing non-legal professional services
for Visit Florida Keys. Civitas is not licensed to practice law in the State of Florida and will
not provide legal advice nor legal documents to Visit Florida Keys. We will provide
destination industry best practices relative to organizational ideas as well as the content of
planning documents. The proposed phases of our work include:
1. Organizational Review and Industry Comparative Analysis: Civitas will review
Visit Florida Keys' current planning and organizational framework. We will provide
information and examples of how other Destination Marketing Organizations (DMOs)
are organized and operate throughout the U.S. The total cost of this segment shall not
exceed $15,000.
2. Development of Organizational Options with Pros and Cons: Civitas will develop
various options for refining, enhancing, and/or amending Visit Florida Keys'
operational model. Each option will be thoroughly reviewed and will include
consideration of the advantages and disadvantages for Monroe County and for Visit
Florida Keys.We will present best practices and case studies from other destinations
that will help inform Visit Florida Keys' decisions. The total cost of this segment shall
not exceed $15,000.
3. Ongoing Strategy and Operational Support: Civitas will provide ongoing assistance
in developing strategies on matters related to organizational development,operation,
funding mechanisms, and other initiatives that arise. Civitas will tailor services to
support Visit Florida Keys' evolving needs and priorities throughout the engagement.
The total cost of this segment shall not exceed $70,000.
Our hourly rates are based upon the experience, reputation, and ability of our team
members performing the services, and the hourly rates range from $160 to $525 per
hour.A majority of the work will be performed by team members billing $280 or less.
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Our rate structure in general and the rates of particular team members, as outlined
below, may be increased from time to time, and are usually adjusted as of the beginning
of each calendar year.We do not anticipate attending meetings onsite for the proposed
work and do not expect to incur travel expenses. In the event that we are requested to
travel, we will bill for travel expenses at actual cost. Ordinary office expenses, such as
telephone, postage, and copying,will be billed at four percent (4%) of professional fees.
Approved Time Keepers:
Name Amount
John Lambeth $525.00
Wendy Forwood $320.00
Madison Deschamps $300.00
Maya Kitt $280.00
Rebekah Reynolds $280.00
Paul Lewis $220.00
Shreya Nene $160.00
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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 Civitas Advisors, Inc. (herein after "Civitas" or"Company`) agree as set forth
below.
VFK and Civitas hereby enter into this addendum to the Terms of Service with Civitas
Advisors, Inc ('`Agreement"). and agrees to the following:
The Agreement includes and incorporates the Professional Service 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.
This Agreement is subject to the approval of payment of the expenditure under this agreement by
the County.No valid contract exists, and no payments shall be made until approved by the Monroe
County Board of County Commissioners.
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 Company, 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 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
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public records purposes during the term of the Agreement and for five years following the
termination of this Agreement.If an auditor employed by VFK,the County or the Clerk determines
that monies paid to Company pursuant to this Agreement were spent for purposes not authorized
by this Agreement, Company shall repay the monies together with interest calculated pursuant to
Sec. 55.03; FS, running from the date the monies were paid to Company.
Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be governed
by and construed in accordance with the laws of the State of Florida applicable to contracts made
and to be performed entirely in the State. In the event that any cause of action or administrative
proceeding is instituted for the enforcement or interpretation of this Agreement, the Customer
and Company 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 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 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.
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Public Records Compliance. Company must comply with Florida public records laws, including
but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of
Florida. VFK and Company shall allow and permit reasonable access to, and inspection of, all
documents,records,papers, letters or other"public record" materials in its possession or under its
control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the
Customer and Company in conjunction with this contract and related to contract performance. The
Customer shall have the right to unilaterally cancel this contract upon violation of this provision
by Company.Failure of Company to abide by the terms of this provision shall be deemed a material
breach of this contract and the Customer may enforce the terms of this provision in the form of a
court proceeding and shall, as a prevailing 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 Honicland Security's
E-Verify system to verify the work authorization status of all new employees hired by the
subcontractor during the Agreement term. Any subcontractor shall provide an affidavit stating that
the subcontractor does not employ, contract with, or subconstruct with an unauthorized alien.
Company shall comply with and be subject to the provisions of F.S. 448.095
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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.
Indemnification and Hold Harmless-The Company 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' fees, to
the extent caused by the negligence,recklessness,or intentional wrongful conduct of the Company,
subcontractor(s) and other persons employed or utilized by the Company in the performance of
the contract. The extent of liability is in no way limited to, reduced, or lessened by the insurance
requirements contained elsewhere within this agreement. This indemnification shall survive the
expiration or early termination of the Agreement.
Civitas Advisors, Inc.
Signature
Title
Date
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Liz Yongue
From: Gomez-Krystal <Gomez-Krystal@MonroeCounty-FL.Gov>
Sent: Friday, May 16, 2025 1:59 PM
To: Ballard-Lindsey; County Commissioners and Aides; Kevin Madok; Pamela Hancock;
Senior Management Team and Aides; Liz Yongue; InternalAudit
Cc: Shillinger-Bob; Williams-Jethon; Cioffari-Cheryl; Livengood-Kristen; Rubio-Suzanne;
Pam Radloff; County-Attorney; Allen-John; Danise Henriquez; Hurley-Christine; Rosch-
Mark; Gambuzza-Dina; Beyers-John; InternalAudit; Kevin Madok; Valcheva-Svilena;
Powell-Barbara; Guerra-Cynthia; Powell-Barbara
Subject: Item D2 BOCC 05/21/2025 REVISED ITEM WORDING AND BACK-UP.
Attachments: AIS 3986.pdf
Categories: Orange Category
Good afternoon,
Please be advised that the agenda item wording and deletion of back-up have been revised for item D2.
"Approval to pay for expenditures incurred by 3406 North Roosevelt Boulevard Corporation d1b/a Visit Florida
Keys (VFK)for 1)Amendment to Agreement with Academy Street Collaboration for Consulting Services 2)
Amendment to Agreement with HumaniHR for Human Resource services 3)Agreement with PrimEarm for
material storage and shipping services -)Agreementwith fo ssiona1-Sepviees. Approval to waive
the PHr forprie fo„ Civit s ; also reqHested
Sincerely,
Executive Administrator
Monroe County Administrator's Office
1100 Simonton Street, Suite 2-205
Key West, FL 33040
(305)292-4441 (Office)
(305)850-8694(Cell)
Courier Stop#1
Notary Public
w.r o n r y e c_ u�n1y:�:V_e.gpy
i».c z..- Y .�.. _rn groecou�_n�.Y..-.�..:.i» .Y.
PLEASE NOTE: FLORIDA HAS A VERY BROAD RECORDS LAW. MOST WRITTEN COMMUNICATIONS TO OR FROM THE COUNTY REGARDING COUNTY BUSINESS
ARE PUBLIC RECORDS AVAILABLE TO THE PUBLIC AND MEDIA UPON REQUEST. YOUR EMAIL COMMUNICATION MAY BE SUBJECT TO PUBLIC DISCLOSURE.
1
D2
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
May 21, 2025
Agenda Item Number: D2
2023-3986
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 1) Amendment to Agreement with Academy
Street Collaboration for Consulting Services 2)Amendment to Agreement with HumaniHR for Human
Resource services 3)Agreement with PrintFarm for material storage and shipping services
Givitas is also fequested.—
ITEM BACKGROUND:
Visit Florida Keys authorized the Chairperson or Vice-Chairperson to sign agreements relating to the
transition of agencies at their meeting of December 6, 2024. The agreement with PrintFarm was held by
the previous Advertising Agency.
Visit Florida Keys approved the amendments to the Agreement with Academy Street Collaboration and
HumanHR, and at their meeting of April 10, 2025.
Visit Flefida Keys appfaved entefing into an agfeeffient with C7ivitas at theif ffleetifig Of Apfil 10, 2025.
Subsequently, the seepe of sef-viees appfaved by N7FK has been fevised, and the final Agfeeffiefit will be
PREVIOUS RELEVANT BOCC ACTION:
INSURANCE REQUIRED:
No
CONTRACT/AGREEMENT CHANGES:
1
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Print Farm Agreement.pdf
3rd Amendment Bill Hanbury.pdf
2nd Amendment Humani.pdf
FINANCIAL IMPACT:
Academy St. 116-75038
Humani FIR 116-76007
Civitas
115 75037
115 75039
115 75038
116 76066
116 76065
PrintFarm
2