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HomeMy WebLinkAbout09/24/2024 Agreement THIS CONSULTING AGREEMENT dated this 24th day of September 2024 BETWEEN: Visit Florida Keys(VFK) of 1201 White Street, Key West. FL 33040(the Client) -AND— William A. Hanbury,Academy Street Collaboration, LLC of 49 Academy Street, Skaneateles, New York 13252 (the "Consultant") BACKGROUND: A. The Client is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide services to the Client. B. The Consultant is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement. IN CONSIDERATION OF the matters described above,the Client and the Consultant (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows: Consultant Deliverables and Services Provided C. The Client hereby agrees to engage the Consultant to provide deliverables and services as follows: 1. Using the Risk Assessment and 2024 audits as the guiding principles, assist the Chief Executive Officer("CEO") of VFK in expeditiously securing organizational stability, fiduciary control and transparency concerning the VFK's overall mission and KPIs. 2. The Consultant will work with the search firm and the VFK CEO to assist in the search process for the Vice President Legal/Administration and Vice President Finance with the objective of presenting and selecting highly qualified candidates. 3. The Consultant will work in concert with the CEO to review the internal organizational structure, recommend and help deploy structural revisions based on Destination Marketing Organization ("DIVIO") best practices and specific VFK administrative requirements. This process should parallel the management of compliance building guided by the Risk Assessment remediation, audits and the Destination Marketing Accreditation Process ("DMAP") accreditation process (as noted below), 4. The Consultant, in concert with the CEO, will place emphasis on the remediation steps recommended in the Risk Assessment and various audits. As noted in the Assessment's Gap Analysis and four audits, immediate work is required concerning: finance and budgets, 1 policies and procedures, employee knoxv ining, 00ntnactconlp|iance, thirdparty reliance, risk, reputation, allocation of valuable public financial resources, etc. The Consultant will advise the CEO on these matters. For continuity and compliance purposes, this procedure will align with the Risk Assessment mitigation, 2024 audit recommendations, and the DK1AP accreditation process. 5. With completion Of the more immediate tasks recommended within the Risk Assessment and audits, the Consultant will provide oversight ofthe DMAP accreditation process. This will require restructuring internal VFNpoUcies and procedures to conform to DK8O best practices. Governance, finance, legal, HR, operations, 8|, IT and organizational continuity/resilience will all be evaluated. Using the initial remediation work associated with the Risk Assessment and 2O24 audits, VFK'5 ability tO comply with the DMAPstandards should beachieved. G. Additionally, the OMAP process will focus on best practices forstrategir/tectica| planning, brand management, marcomm, sales and services, visitor services, membership/partners, destination development and tourism sustainabi|ity. This will require evaluation of internal VFK systems, as well as substantive external analysis of relationships with vendors regarding: brand, advertising, PR, social, vvebuite, promotion, etc. Importantly, this portion of the DMAP process will require interaction with tourism partners and other community stakeholders. 7. The Consultant will participate in CEO listening tours to assist in evaluating the organization's standing with external partners. The Consultant will work with the CEO and staff tO recommend improvements in this critical area relative tVconnDlunicatiVOS, expectations, and delivery Of services across the full spectrum OfVFKstakeholders. 8. The consultant will develop a framework for a strategic planning process. This will require the cooperation of a wide array of stakeholders. it should be noted: any strategic planning process requires foundational organization elements that currently may not exist within the VFK. These will need to be built, and a cadence developed for the strategic planning process. This procedure may require assistance from an external firm that specifically has the assessment methodology and stakeholder engagement experience to deliver a robust planning process and the eventual framework for the plan. 9. The Consultant will support the CEO as needed for various meetings with the Monroe CountyTouristDeve|upmnentCounci| ("TD["), DistriotAdxisoryCononnittees ("DAC")s, Welcome Centers, Chambers, public agencies and various other VFK stakeholders. lO. Working with the CEO and County Purchasing, the Consultant will provide advice concerning the to-b8-3uthoredRFPS for both the PR firm and 3d agency aS noted in the Risk Assessment and 2024auditS. 1l. The Consultant will review the Visit Florida Keys Personnel and Policies Manual 1V ensure it reflects industry standards and DK4[> best practices. 2 12. Working with the CEO and appropriate partners, the Consultant will lead the review of VFK's Emergency/Crisis Management Plan. 13. The Consultant will participate in all appropriate staff and stakeholder meetings, plus participate as needed in client meetings and presentations. 14. As other topics emerge which may require short-term resolution, the Consultant will address these topics for remediation in collaboration with the CEO using DMO best practices. Again,the Risk Assessment and 2024 audits will provide functional direction for the Consultant. 15. As needed and in concert with the CEO and HR, the existing VFK staff will be trained/coached to build overall knowledge regarding DMO management excellence. 16. Onboard new employees with a detailed training curriculum concerning DMO management excellence. 17. Working with the CEO, the Consultant will evaluate VFK's paid, earned, shared, and owned media to ensure the existing Marketing and Sales Plan is being properly implemented. Items such as utilizing dashboard optimization, understanding booking cycle dynamics, and "value for money" for full-stack PR and advertising efforts would be part of the focus. 18. If advisable, conduct a benchmark study of selected comp-set Convention Visitor Bureaus ("CVB")s to gain competitive knowledge regarding financial resources, organizational formats, partner relationships, brand and marcomm capabilities. 19. The Consultant will report to the CEO on a day-to-day basis, and conduct regular update meetings, either in-person or via Zoom. Term of Agreement D.The term of this Agreement (the "Term") begins on September 17, 2024 and will remain in full force and effect until January 17, 2024, or subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of both Parties for up to four months under the same criteria as noted below. E. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide 30 days written notice to the other Party. Compensation F. For the services rendered by the Consultant as required by this Agreement, the Client will provide compensation to the Consultant of$250.00 per hour for up to 80 hours per month of allocated time from the Consultant, with the cost not to exceed $20,000 monthly. Total cost of the four month assignment will not exceed $80,000. The Consultant will bill the Client on October 17, November 17, December 17, and January 17 for services previously rendered in 3 these monthly timeframes. No billable time will be allotted by the Consultant for travel time to and from Key West. G.The Client will be invoiced on the dates noted above, and invoices are due within 30 days of receipt. H. Payment will be made in accordance with the Local Government Prompt Payment Act, 218.70, Florida Statutes. Payments due and unpaid under the Agreement shall bear interest pursuant to the Local Government Prompt Payment Act. Consultant shall submit to VFK invoices with Supporting documentation that are acceptable to the Monroe County Clerk of Court and Comptroller (Clerk). Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules, and regulations as may govern the Clerk's disbursal of funds. I. Maintenance of Records: Consultant shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives, shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the termination of this Agreement. If an auditor employed by VFK, the County or the Clerk determines that monies paid to Consultant pursuant to this Agreement were spent for purposes not authorized by this Agreement, Consultant shall repay the monies together with interest calculated pursuant to Sec. 55.03; FS,running from the date the monies were paid to Consultant. J. For the Client's fiduciary oversight of the Consultant's deliverables and services, a monthly Project Status Report, with billable time allocations,will be included with the invoice to assure audit compliance. This Project Status Report will provide the Client with an ongoing status report on the "Consultant Deliverables and Services Provided" (as outlined in Section C of this agreement). Reimbursement of Expenses K. The Consultant will be reimbursed for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services under this Agreement. These reimbursements are separate from the Consultant Compensation as noted above in Section 5. These reimbursements include: economy plus-class air travel, airport parking, taxis, Uber, rental car, accommodations, and meals (per diem), plus as necessary: photocopies, binding, conference call expenses, etc. All travel will be in accordance with Monroe County Code provisions, Chapter 2, Article III, Division 3, F.S. 112.061 and all County policies. L. The Consultant will adhere to all VFK and Monroe County travel and incidental reimbursement policies. M. Travel must be pre-approved by the Client, and all receipts for reimbursement will be submitted by the Consultant to the Client. 4 N. Estimated travel expenses for the entire project will not exceed $15,200. Confidentiality 0. Confidential information refers to any data or information relating to the business of the Client considered to be proprietary including, but not limited to, accounting and human resource records, business processes, and Client records where the release of that Confidential Information could reasonably be expected to cause harm to the Client. P. The Consultant agrees that he will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by the Client or as required by Monroe County, FL, or State of Florida Government. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement. Q. All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant. Ownership of Intellectual Property R. All intellectual property developed under this Agreement will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner. S. The Consultant may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Consultant will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property. Return of Property T. Upon the termination of this Agreement, the Consultant will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client. Capacity/Independent Consultant U. In providing the Services under this Agreement, it is agreed that the Consultant is acting as an independent contractor and not as an employee. The Client is not required to pay any social security, local, state or federal tax, unemployment compensation, or any other employee benefit for the Consultant during the Term. The Consultant is responsible for paying and complying with reporting requirements for all local, state and federal taxes related to payments made to the Consultant under this Agreement. The Consultant retains insurance at the industry standard level and will strictly adhere to all Monroe County procurement procedures. 5 Notice V. All notices and communications required by the terms of this Agreement will be given in writing and delivered to the Parties of this Agreement as follows: a) William A. Hanbury, Principal, Academy Street Collaboration, LLC, 49 Academy Street, Skaneateles, New York 13152 b) Kara Franker, CEO, Visit Florida Keys, 1201 White Street, Suite 102, Key West. FL 33040 Indemnification W. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party of any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from any act or omission of the indemnifying party. This indemnification will survive the termination of this Agreement. X. The C'ounty's indemnification is limited and subject to the sovereign immunity provisions of Sec. 768.28, Florida Statutes. Modification of Agreement Y. Any amendment or modification of this Agreement by either Party will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party. Governing Law Z. It is the intention of the Parties to this Agreement that all proceedings be construed in accordance with and governed by the laws of Monroe County, FL and the State of Florida, without regard to the jurisdiction in which any action or special proceeding may be instituted. AA.Attorney's Fees and Costs: The Parties agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees and court costs, as an award against the non-pre prevailing party, and shall include attorney's fees and courts costs in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 6 Miscellaneous Provisions VFK is a not-for-profit corporation that supports the Monroe County Tourist Development Council and is funded in part by the Monroe County Board of County Commissioners (County). The following provisions are required by law and policy. The Agreement is a Public Record under Chapter 119, Florida Statutes. The parties agree to comply with Chapter 119, Florida Statutes. Nondiscrimination: The Parties agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The Parties agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss.1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7)The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. Public Records Compliance. Consultant must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. VFK and Consultant shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Client and Consultant in conjunction with this contract and related to contract performance. The Client shall have the right to unilaterally cancel this contract upon violation of this provision by Consultant. Failure of Consultant to abide by the terms of this provision shall be deemed a material breach of this contract and the Client may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. Consultant is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. 7 ...n.. w i Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and VFK and the Consultant agree that neither the Client nor the Consultant or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. No Personal Liability: No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of VFK in his or her individual capacity, and no member, officer, agent or employee of VFK shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. E-Verify System - In accordance with F.S. 448.095, Any Contractor and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security E-Verify system to verify the work authorization status of all new employees hired by the Consultant during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work I authorization status of all new employees hired by the subcontractor during the Agreement term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subconstruct with an unauthorized alien. Consultant shall comply with and be subject to the provisions of F.S. 448.095 r I Non-Collusion Affidavit-Consultant by signing this Agreement, according to law on my oath, and under i i penalty of perjury, depose and say that the person signing on behalf of the firm of Consultant, the bidder making the Proposal for the project described in the Scope of Work and that I executed the said proposal with full y u authority to do so;the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed b the bidder prior to bid opening, direct) or indirect) to an other bidder or g Y Y p Y Y, Y a to any competitor; and no attempt has been made or will be made by the bidder to induce any other i person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting I competition; the statements contained in this affidavit are true and correct, and made with full knowledge that VFK and Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. f i i I u r f i j E Pg.8 j i 'IIIPiiiPiili� II{{ i'� ���IR C °p�I� I �IIII ��IIII ��Y'flul ����lll a�Nkul�'� � .. iluu�illllll�lll��i���ik � uullf III���IIII ii��s��"i ��1�u�lf lllll�liil I II 'urilj����ll! ixwmessvnieuoFMe a,nnn..� awv.r.eamn,. �n�:z+m a.v rsegtryn� u wa�smmw�,cwrt4��Mt c II pCr.:::-. M`�' ✓��' III I I� f��.3��By it {IIIIiUui �i � uu � (� IIIIIIIIpllllllllllll11 �ii IIIuullluiui� i�uiiiii�iiui� i lihVililuu�i�lllil Ip Iwo' � fu ii '. I I �IIIII�iilli Vlll S4�iiUilllti (�p � � � � � � r iilUll � 1 ii William A. Hanbury, Principal Academy Street Collaboration, LLC (Consultant) Date: -0 Attest: L/ Date: -09 pg.10 ..........