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Home My WebLink About09/24/2024 Agreement Docusign Envelope ID: FA52C812-F319-4707-8C6C-52BAA710FF3B SERVICES AGREEMENT This Services Agreement (the "Agreement") is dated September 24, 2024, and is between Humani HR Co. ("Humani") and 3406 North Roosevelt Blvd. Corp d/b/a Visit Florida Keys(the "Client"), both with principal places of business as per section 28 below. Humani agrees to providing consulting services to the Client on the terms and conditions set out in this Agreement.The Client agrees to engage Humani to provide such consulting services on the terms and conditions set out in this Agreement. In consideration of the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and Humani (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows: SERVICES PROVIDED 1. The Client hereby agrees to engage Humani to provide the Client with Human Resources consulting services (the "Services"). 2. The Services will also include any other consulting services or products which the Parties may agree on. Humani hereby agrees to provide such Services to the Client. TERM OF AGREEMENT 3. The term of this Agreement(the "Term")will begin on the date first stated above in this Agreement and will remain in full force and effect until terminated by either party as allowed within this Agreement. 4. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 30 days'written notice to the other Party. At the end of this 30 days, all Compensation outstanding from the Client to Humani shall be paid in full within 30 days.The outstanding Compensation for any fixed-fee project that Humani had began work on, but not yet completed by the end of the 30-day notice period, shall be determined by Humani in good faith. PERFORMANCE WITHIN 5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. CURRENCY 6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (United States Dollars). COMPENSATION 7. The amount Humani bills the Client for their Services shall herein be referred to as the "Compensation". For the completion of the scopes of work detailed in Appendix A, which also contain estimated costs of said work, Humani will bill the Client at the following "Rates": i. $180 per hour for the Services completed by the HR Business Partner ii. $160 per hour for the Services completed by the HR Consultant Page 1 of 5 Docusign Envelope ID: FA52C812-F319-4707-8C6C-52BAA710FF3B 8. Total Agreement contract value shall not exceed $100,000.00, unless approved in writing by the Client. OTHER AVAILABLE AREAS OF SUPPORT 9. Humani will bill the Client for Other Available Areas of Support at the Rates set out above. Other Available Areas of Support include, but are not limited to: day-to-day HR operational support, compliance audits and rectifications, payroll implementation and management, HRIS implementation and management,termination support, recruiting, compensations reviews, performance management system implementation, other HR projects. 10. For completion of the work in Appendix A, as well as other Other Available Areas of Support, time is billed to the nearest 0.1 hours and a detailed description of the hours billed will be included with each invoice the Client receives. A minimum of 6 hours of time shall be billed per month. 11. Humani's team is efficient and its Other Available Areas of Support require no upfront payment and no long-term contractual obligation.The Client may scale their Services up or down as needed. As such, time billed includes all the time spent by Humani resources performing the Services, including, but not limited to: internal and external meetings, meeting preparatory work, research, document creation, project completion, internal and external email communication, travel should the Client request Humani resources onsite. 12. The Client will be invoiced monthly by Humani for services rendered the month prior. 13. Remittance of payment for invoices is due within 30 days of invoice date. Should the Client become more than 30 days overdue on an invoice payment, Humani reserves the right to immediately terminate this Agreement. All Compensation outstanding from the Client to Humani shall be paid in full within 30 days. 14. Any professional fees incurred from work deemed requiring legal counsel or professional accounting services are not included in the Compensation. These additional fees shall be borne by the Client. No such fees shall be incurred by Humani without prior written approval from the Client. 15. Humani will be reimbursed from time to time for reasonable and necessary expenses incurred by Humani in connection with providing the Services. 16. The Client and Humani may agree in writing to other Services and their respective Compensation rates. 17. Humani reserves the right to modify the per hour rates of Compensation for consulting Services by giving 30 day's notice in writing to the Client. 18. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation. CONFIDENTIALITY 19. Confidential information (the "Confidential Information") refers to any data or information relating to the Client or Humani, whether business or personal,which would reasonably be considered to be private or proprietary to the Client or Humani and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client or Humani. 20. The Client and Humani agree that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Client or Humani has obtained, except as authorized by the Client Page 2 of 5 Docusign Envelope ID: FA52C812-F319-4707-8C6C-52BAA710FF3B or Humani, or as required by law.The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement. 21. All written and oral information and material disclosed or provided by each Party to each other under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided. OWNERSHIP OF INTELLECTUAL PROPERTY 22. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design, and trade name (the "Intellectual Property") shall remain solely that Parties Intellectual Property, whether it is developed or produced before, during, or after this Agreement. Use of the other Parties Intellectual Property is strictly prohibited, unless approved in writing by the other Party. 23. The name Humani HRTM, Humani HR Method TM, and COHR HRTm are intellectual property of Humani and they, or any parts thereof, may only be used, copied, or referenced, in in any manner whatsoever,with explicit written consent of Humani. RETURN OF PROPERTY 24. Upon the expiry or termination of this Agreement, Humani will return to the Client any property in its possession. CAPACITY/INDEPENDENT CONTRACTOR 25. In providing the Services under this Agreement it is expressly agreed that Humani's employees and officers are acting as independent contractors. Humani and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service. NOTICE 26. Anywhere within this Agreement, "in writing" means either in physical written medium, or via electronic medium such as email or messaging software. 27. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the other Party. 28. Each Party's principal place of business is as follows,which either Party may from time to time notify the other has been modified: Client 3406 North Roosevelt Blvd. Corp d/b/a Visit Florida Keys 1201 White Street#102 Key West, FL 33040 Humani Humani HR Co. 311 Plus Park Blvd., Suite 290 Nashville,TN 37046 Page 3 of 5 Docusign Envelope ID: FA52C812-F319-4707-8C6C-52BAA710FF3B INDEMNIFICATION 29. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, directors, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever,which result from or arise out of any act or omission or error of the indemnifying party, its respective affiliates, officers, agents, employees, directors, and permitted successors and assigns that occurs in connection with this Agreement.This indemnification will survive the termination of this Agreement. MODIFICATION OF AGREEMENT 30. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing and agreed by each Party by an authorized representative of each Party. TIME OF THE ESSENCE 31. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. ASSIGNMENT 32. Humani will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client. ENTIRE AGREEMENT 33. It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement. ENUREMENT 34. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns. TITLES/HEADINGS 35. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. GENDER 36. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. GOVERNING LAW 37. This Agreement will be governed by and construed in accordance with the laws of the State of Florida. SEVERABILITY Page 4 of 5 Docusign Envelope ID: FA52C812-F319-4707-8C6C-52BAA710FF3B 38. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. WAIVER 39. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions. NON-SOLICITATION 40. The Client agrees that it will not, directly or indirectly, or in conjunction with any other person as principal, agent, partner, co-venturer, shareholder, investor, advisor, consultant or otherwise, in any manner whatsoever, during the period of the engagement hereunder and for a period of twelve (12) months thereafter, solicit or induce, or attempt to solicit or induce, any person who is an employee of or contractor to Humani during the period of the engagement hereunder to leave the employ of or terminate his or her contract with Humani for any reason whatsoever,without written permission from Humani. -------------------------------------------------------- IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal. DocuSigned by: DocuSigned by: 166A4D15092B9416__ ... Signature: 1211.1) FDBF5F42A Signature: Date: 11/15/2024 Date: 11/18/2024 Carly Holm Diane Schmidt Founder&CEO Chairperson Humani HR Co. 3406 North Roosevelt Blvd. Corp d/b/a Visit Florida Keys Email: carly.holm@humanihr.com Email: diane.schmidt@opalkeywest.com Page 5 of 5 0 C QJ QJ QJ (3) ! �: rl�r ,,. rl' ((r `1r (I: �(N Cf Q�l cc, (AI a a y'l aj C, rr! rrr r:: �`r�;. t:::,� rl. ( `I' (I�,,,. (r", cl. `r::.. � , C) ur) r;y . ...... .......... .......... Q Q) QJ Q'i , ,(�',j ur) Y,I aj ID z:, t Qj Q E E m LL LL N 0 I? (D C) wel C9 .0 QJ cb, N < LL C� V o LU O n cd dl 0 YP C, . ........ Qj (V (t. ...... 0 r/2 C, J ur) .... ...... CD (V Q,I C, )I o Q) 0 p (I (71 C, ur) m LL v,I LL a5 �i.......a, 8, C9 0 0 C) .0 V"') () C) LL o ID LU LU 0 n 0 Cll Cll Cf ur) .... ........ err r 9f V2 Q) 0 Cf Co ur) (J,) 6f cn ur) I f, rid r M rlr ur) Ud (J,) (J,) ur)err I, 0Q, C, x err rrrC, C:: C c, fr M !I,r rrr r r /�� 7 "�.1 C (('� C, C (?',; ,r I,,. I r I,, �r ,� .I,� rr Ct U, "IE "IE m m IQJ LL LL V2 o, r' 10 Q) C9 ur) .0 t 2 fjt re C) Lo < (V LL o ID LU LU 0 n 0 0 r", Q ur) ti 01"'ll Cll Qj ...... ..... Z""F C, (3) C C, ..... ....... ig QJ III0", 0 c Q C, q," E C, ...... .. ...... M Ud C) Q) "K r.......... �IG I r(( I, /; b;; r �;r, i Y„ (I. it ` �(�, (I r,,. 0 (3) 0 6 0 m LL 6 "e LL .. ......... ........)) C9 J. .0 ./ () ......... LL o LU O n Cll Cll Cll Cll C) Irf . 1 ri ur) (jr) c 5 ....... ...... 0, r.......... ur) U") ...... ..... C) .... ...... fJ .. ...... C) Q) A, Q) "" ij (J) ur) ur) ur) m LL LL C9 0.0 ........../�,, `111111111,�"Ifw N LL o ID LU 0 n cl, C11 r QI. .......... (3it ) QJ C, C, cl C, . ........ ....... .... a y'l 7E ur) II r ;K fY� . .. ...... ....... ru ru ....... ........ ur) ur) (J,) (........) CD m (�... .................... m ILL ILL C9 .0 cj) C) ur) ILL o LU LU 0 n 0 it ur) Cf ur) Cf r.......... .......... Cf ur) Co 0 .......... ...... ...... (J,) ur) i5, (........) ur) m ............. m ILL ILL co ('(„,,/ , .0 C) N < ILL o LU O n C" C" Cil CiCT 0 0 ur) Cf Cf Cf y"I 'J" ur) C, I'd "Id ...... ..... ur) Q'� j ('J QJ C, C' LI . ..... ....... J 1 (I/o Cl n4 (3) j ....... ..... Q u ur) I I f u . ...... m aj LL LL N (D C) C9 C)I- .0 LL o ID LU LU 0 n Docusign Envelope ID: FA52C812-F319-4707-8C6C-52BAA710FF3B Addendum VFK Contract Terms and Conditions 3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys (herein after"VFK"or`-Customer") and Humani HR Co. (herein after "Humani" or"Company") agree as set forth below. VFK and Humani hereby enter into this addendum to the Services Agreement with Humani Agreement''). and agrees to the following: The Agreement includes and incorporates the Proposal/Quote, Services Agreement and this Addendum. VFK is a not-for-profit corporation that supports the Monroe County Tourist Development Council and is funded in part by the Monroe County Board of County Commissioners (County). The following provisions are required by law and policy. The Agreement is a Public Record under Chapter 119, Florida Statutes. The parties agree to comply with Chapter 119, Florida Statutes. Payment will be made in accordance with the Local Government Prompt Payment Act, 218.70, Florida Statutes. Payments due and unpaid under the Agreement shall bear interest pursuant to the Local Government Prompt Payment Act. Company shall submit to VFK invoices with Supporting documentation that are acceptable to the Monroe County Clerk of Court and Comptroller (Clerk). Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules, and regulations as may govern the Clerk's disbursal of funds. The County s'indemnification is limited and subject to the sovereign immunity provisions of Sec. 768.28, Florida Statutes. Maintenance of Records: Company shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each parry to this Agreement or their authorized representatives, shall have reasonable and timely access to such records of each other parry to this Agreement for public records purposes during the term of the Agreement and for five years following the termination of this Agreement. If an auditor employed by VFK,the County or the Clerk determines that monies paid to Company pursuant to this Agreement were spent for purposes not authorized by this Agreement, Company shall repay the monies together with interest calculated pursuant to Sec. 55.03;FS,running from the date the monies were paid to Company. Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the Customer and Company 1 Docusign Envelope ID: FA52C812-F319-4707-8C6C-52BAA710FF3B agree that venue shall lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. This Agreement shall not be subject to arbitration. Attorney's Fees and Costs: The Parties agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement,the prevailing parry shall be entitled to reasonable attorney's fees and court costs, as an award against the non-pre prevailing parry, and shall include attorney's fees and courts costs in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. Nondiscrimination: The Parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred,this Agreement automatically terminates without any further action on the part of any parry, effective the date of the court order. The Parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352)which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended(20 USC ss.1681- 1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107)which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended,relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912,ss. 523 and 527(42 USC ss. 690dd-3 and 290ee-3), as amended,relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Public Records Compliance. Company must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. VFK and Company shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Customer and Company in conjunction with this contract and related to contract performance. The Customer shall have the right to unilaterally cancel this contract upon violation of this provision by Company. Failure of Company to abide by the terms of this provision shall be deemed a material breach of this contract and the Customer may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing parry, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. Company is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. 2 Docusign Envelope ID: FA52C812-F319-4707-8C6C-52BAA710FF3B Non-Waiver of Immunity: Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the Customer and Company in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage. Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-parry claim or entitlement to or benefit of any service or program contemplated hereunder, and VFK and the Company agree that neither the Customer nor the Company or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. No Personal Liability: No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of VFK in his or her individual capacity, and no member, officer, agent or employee of VFK shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. E-Verify System - In accordance with F.S. 448.095, Any Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Sccurity's F-Verify system to verify the work authorization status of all new employees hired by the Company during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Honicland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Agreement term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subconstruct with an unauthorized alien. Company shall comply with and be subject to the provisions of F.S. 448.095 Non-Collusion Affidavit-Company by signing this Agreement, according to law on my oath, and under penalty of perjury, depose and say that the person signing on behalf of the firm of Company, the bidder making the Proposal for the project described in the Scope of Work and that I executed the said proposal with full authority to do so; the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; the statements contained in this affidavit are true and correct, and made with full knowledge that VFK and Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. 3 Docusign Envelope ID: FA52C812-F319-4707-8C6C-52BAA710FF3B Humani HR Co. 3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys DocuSigned by: DocuSigned by: G��. �ia.In,t, 28BOAEFDBF5F42A... 66A4D15092B9416... Signature Signature Founder& CEO Chairperson Title Title 11/15/2024 11/18/2024 Date Date 4