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HomeMy WebLinkAboutItem D5 D5 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 December 10, 2025 Agenda Item Number: D5 2023-4894 BULK ITEM: Yes DEPARTMENT: Tourist Development Council TIME APPROXIMATE: STAFF CONTACT: Ammie Machan N/A AGENDA ITEM WORDING: Approval to pay for expenditures incurred by 3406 N Roosevelt Blvd Corporation d/b/a Visit Florida Keys (VFK) for 1st Amendment to Agreement with Dr. Schauer for executive coaching and team training services in an amount not to exceed $9,650; 4th Amendment to Agreement with Academy Street Collaboration LLC in an amount not to exceed $72,000; Agreement with Butch Spyridon for Brand Consulting in an amount not to exceed $9,500; and Agreement with Denise Rohrer &Associates for professional accounting services in an amount not to exceed $31,450. ITEM BACKGROUND: VFK approved staff training plan at their meeting of April 10, 2025, it has become necessary to revise the scope of services for the Agreement with Dr. Schauer to better define the services provided. There is no additional cost to this Amendment. VFK approved the 4th Amendment to the Agreement with Academy Street Collaboration, LLC at their meeting of October 28, 2025. The Agreement with Butch Spyridon for Brand Consulting and the Agreement with Denise Rohrer& Associates professional accounting services are set to be approved at by the VFK Board at their December 4, 2025 meeting and will be executed by the VFK chair upon approval of the agreements. Draft Agreements have been provided and the agenda item will be updated if any changes are made. Price quotes for the professional accounting services provided by Denise Rohrer&Associates are not required per Monroe County Purchasing Policy. This firm has provided accounting services to VFK for numerous years and due to their understanding of the corporation and long-standing satisfactory service, VFK wishes to continue with this firm's services. PREVIOUS RELEVANT BOCC ACTION: The BOCC approved the expenditure for Dr. Schauer at their meeting of June 18, 2025. The BOCC approved the expenditures for Academy Street Collaboration, LLC at their meeting of 884 November 19, 2024, February 5, 2025, May 21, 2025 INSURANCE REQUIRED: No CONTRACT/AGREEMENT CHANGES: STAFF RECOMMENDATION: Approval DOCUMENTATION: Butch Spyridon Consulting Agreement- Draft.pdf 1st Amendment Dr. Schauer.pdf Denise Rohrer and Associates (Denise Y. Rohrer CPA, PA) Agreement- Draft.pdf 4th Amendment Academy St. Collaboration.pdf FINANCIAL IMPACT: Dr. Schauer 116-76007 SC 00085 $9,650 Butch Spyridon 116-76670 SC—00036 $9,500 Denise Rohrer &Associates 116-76007-SC00036 $31,450 885 AGREEMENT FOR BRANDING CONSULTING This Agreement ("Agreement") is made and entered into this day of 202_ by and between 3405 North Roosevelt Boulevard Corporation d/b/a Visit Florida Keys, whose address is 1201 White Street, Suite 102, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "VFK", AND Butch Spyridon, its successors and assigns, hereinafter referred to as "Contractor", WITNESSETH: WHEREAS, the VFK is in need of Branding Consulting services; and WHEREAS, Contractor is able to provide the services, as set forth in more detail in Attachment A which shall collectively be referred to as the "Project"; and WHEREAS, VFK is a not-for-profit corporation that supports the Monroe County Tourist Development Council (TDC) and is funded in part by the Monroe County Board of County Commissioners (County) and therefore certain terms and conditions are required by law and policy as set forth herein; NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, VFK and CONTRACTOR agree as follows: FORM OF AGREEMENT ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES 1.2 By executing this Agreement, CONTRACTOR makes the following express representations and warranties to the VFK: 1.3 The CONTRACTOR shall maintain all necessary licenses, permits or other authorizations necessary to act as CONTRACTOR for the Project until the CONTRACTOR'S duties hereunder have been fully satisfied; 1.4 The CONTRACTOR has become familiar with the site(s) and the local conditions under which the Project is to be completed. 1.5 The CONTRACTOR shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in verifying work completed and shall be in conformity and comply with all applicable law, codes and regulations. The CONTRACTOR warrants that the documents prepared as a part of this Agreement will be adequate and sufficient to document costs in a manner that is 886 acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information. 1.6 The CONTRACTOR assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 1.7 The CONTRACTOR'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. In providing all services pursuant to this agreement, the CONTRACTOR shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle VFK to terminate this contract immediately upon delivery of written notice of termination to the CONTRACTOR. 1.8 At all times and for all purposes under this agreement the CONTRACTOR is an independent contractor and not an employee of VFK, the TDC or the Board of County Commissioners for Monroe County. No statement contained in this agreement shall be construed so as to find the CONTRACTOR or any of his/her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 1.9 The CONTRACTOR shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. ARTICLE II SCOPE OF BASIC SERVICES 2.1 DEFINITION CONTRACTOR'S Scope of Basic Services consist of those described in Attachment A. The CONTRACTOR shall commence work on the services provided for in this Agreement promptly upon his receipt of a written notice to proceed from VFK. 2.2 NOTICE REQUIREMENT All written correspondence to the VFK shall be dated and signed by an authorized representative of the CONTRACTOR. Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage pre-paid, to VFK by certified mail, return receipt requested, to the following: Kara Franker President/CEO of VFK 1201 White Street, Suite 102 Key West, FL 33040 887 Mr. Butch Spyridon 602 St. Mary St. Pascagoula, MS 39581 ARTICLE III ADDITIONAL PRODUCTS AND SERVICES 3.1 Additional products and services are those products and services not included in the Scope of Services (Paragraph 2.) as set forth in Attachment A. Should the VFK require additional products or services they shall be paid for by the VFK at pricing, rates or fees as negotiated and in accordance with price quote or competitively bid pricing, but only if approved by the VFK before commencement. 3.2 If Additional Services are required the VFK shall issue a letter requesting and describing the requested products and services to the CONTRACTOR. The CONTRACTOR shall respond with a fee proposal, in accordance with prior price quotes or competitive bid pricing. Only after receiving an amendment to the Agreement and a notice to proceed from the VFK, shall the CONTRACTOR proceed with the Additional Services. Any additional services must be funded and approved by the VFK board. ARTICLE IV VFK'S RESPONSIBILITIES 4.1 VFK shall provide complete and accurate information and cooperation regarding requirements for the Project. 4.2 VFK shall designate a representative to act on the VFK's behalf with respect to the Project. VFK or its representative shall render decisions in a timely manner pertaining to request for information submitted by the CONTRACTOR in order to avoid unreasonable delay in the orderly and sequential progress of the CONTRACTOR'S services. 4.3 The VFK shall furnish required information and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONTRACTOR'S services. ARTICLE V INDEMNIFICATION AND HOLD HARMLESS 5.1 The CONTRACTOR covenants and agrees to indemnify and hold harmless VFK, the Monroe County Tourist Development Council, Monroe County and Monroe County Board of County Commissioners, its officers and employees from third party liabilities, damages, losses and reasonable costs, including but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of the CONTRACTOR, subcontractor(s) and other persons employed or utilized by the CONTRACTOR in the performance of the contract. 888 5.2 The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. 5.3 This indemnification shall survive the expiration or early termination of the Agreement. ARTICLE VI PERSONNEL 6.1 PERSONNEL The CONTRACTOR shall assign only qualified personnel to perform any service concerning the project. ARTICLE VII COMPENSATION and TERM 7.1 COMPENSATION BASED ON SPECIFIED RATES 7.1.1 The VFK shall pay the CONTRACTOR for the CONTRACTOR'S performance of this Scope of Work as outlined in Attachment A. The Total Not to Exceed Amount of Nine Thousand Five Hundred Dollars ($9,500). 7.2 PAYMENTS 7.2.1 For its assumption and performances of the duties, obligations and responsibilities set forth herein, the CONTRACTOR shall be paid monthly. Payment will be made pursuant to the Local Government Prompt Payment Act 218.70, Florida Statutes. As a condition precedent for any payment due under this Agreement, the CONTRACTOR shall submit monthly, unless otherwise agreed in writing by the VFK, a proper invoice to VFK requesting payment for services properly rendered. The CONTRACTOR'S invoice shall describe with reasonable particularity the service rendered. The CONTRACTOR'S invoice shall be accompanied by such supporting documentation or data in support of expenses for which payment is sought that is acceptable to the Monroe County Clerk of court and Comptroller (Clerk) based on generally accepted account principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. 7.3 BUDGET AND REIMBURSEABLE EXPENSES 7.3.1 The CONTRACTOR may not be entitled to receive, and the VFK is not obligated to pay, any fees or expenses in excess of the amount budgeted for this contract in each fiscal year (October 1 - September 30) by the Monroe County Board of County Commissioners. The budgeted amount may only be modified by an affirmative act of the Monroe County Board of County Commissioners. 7.3.2 VFK's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. 889 7.3.3 Expenses will only be reimbursed if authorized by VFK in writing in advance and to the extent and in the amount authorized by Section 112.061, Florida Statutes, Monroe County Code (Chapter 2, Art. II, Div. 3), Monroe County Policies and Procedures and Monroe County TDC Travel Guidelines, as amended. 7.4 TERM OF AGREEMENT The initial term of this Agreement is for the period of December 11, 2025 to September 30, 2026. This Agreement may be extended upon mutual agreement of the parties. Any renewal of this Agreement must be in writing and signed by both the VFK and CONTRACTOR. ARTICLE VIII INSURANCE 8.1 The CONTRACTOR shall obtain insurance in accordance with the industry standards. ARTICLE IX MISCELLANEOUS 9.1 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 9.2 SUCCESSORS AND ASSIGNS The CONTRACTOR shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of VFK and the CONTRACTOR, which approval shall be subject to such conditions and provisions as VFK may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 9.3 NO THIRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 9.4 TERMINATION A. In the event that the CONTRACTOR shall be found to be negligent in any aspect of service, the VFK shall have the right to terminate this agreement after five days written notification to the CONTRACTOR. 890 B. Either of the parties hereto may cancel this Agreement without cause by giving the other party thirty (30) days written notice of its intention to do so. C. Termination for Cause and Remedies: In the event of breach of any contract terms, either Party retains the right to terminate this Agreement. Either Party may also terminate this agreement for cause with the other Party should that Party fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the terminating Party shall provide other Party with thirty (30) calendar days' notice and provide the Party with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the VFK terminates this agreement with the CONTRACTOR, VFK shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the VFK exceeds the funds remaining in the contract; however, the VFK reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to CONTRACTOR shall not in any event exceed the total contract amount as set forth in this Agreement. In addition, the VFK reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the Monroe County's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. D. Termination for Convenience: Either Party may terminate this Agreement for convenience, at any time, upon thirty (30) days' notice to other Party. If the VFK terminates this agreement with the CONTRACTOR, VFK shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the VFK exceeds the funds remaining in the contract. The maximum amount due to CONTRACTOR shall not exceed the total contract amount as set forth in this Agreement. In addition, the VFK reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of Monroe County's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. 9.5 MAINTENANCE OF RECORDS CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives, shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the termination of this Agreement. If an auditor employed by VFK, Monroe County or the Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. 55.03; FS, running from the date the monies were paid to CONTRACTOR. 9.6 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the 891 enforcement or interpretation of this Agreement, VFK and CONTRACTOR agree that venue shall lie in the 161h Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 9.7 SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The VFK and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 9.8 ATTORNEYS FEES AND COSTS The VFK and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. 9.9 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the VFK and CONTRACTOR and their respective legal representatives, successors, and assigns. 9.10 AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action, as required by law. 9.11 ADJUDICATION OF DISPUTES OR DISAGREEMENTS VFK and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This provision does not negate or waive the provisions concerning termination or cancellation. 9.12 COOPERATION 892 In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, VFK and CONTRACTOR agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. VFK and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 9.13 NONDISCRIMINATION CONTRACTOR and VFK agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONTRACTOR or VFK agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title 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. 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 may be 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. 9.14 COVENANT OF NO INTEREST CONTRACTOR and VFK covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 9.15 CODE OF ETHICS VFK agrees that officers and employees of the Monroe County recognize and will be required to comply with the standards of conduct for public officers and employees as 893 delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 9.16 NO SOLICITATION/PAYMENT The CONTRACTOR and VFK warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR agrees that the VFK shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 9.17 PUBLIC RECORDS COMPLIANCE. CONTRACTOR must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. VFK and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by VFK and CONTRACTOR in conjunction with this contract and related to contract performance. VFK shall have the right to unilaterally cancel this contract upon violation of this provision by CONTRACTOR. Failure of CONTRACTOR to abide by the terms of this provision shall be deemed a material breach of this contract and VFK may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. CONTRACTOR is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. 9.18 NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONTRACTOR and VFK in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, etc. or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage. 9.19 NON-COLLUSION AFFIDAVIT CONTRACTOR by signing this Agreement, according to law on my oath, and under penalty of perjury, depose and say that the person signing on behalf of the CONTRACTOR, the bidder making the Proposal for the project described in the Scope of Work and that I executed the said proposal with full authority to do so; the prices in the bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder 894 and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; the statements contained in this affidavit are true and correct, and made with full knowledge that VFK and Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. 9.20 NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the CONTRACTOR and the VFK agree that neither the CONTRACTOR nor the VFK or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 9.21 ATTESTATIONS AND TRUTH IN NEGOTIATION CONTRACTOR agrees to execute such documents as VFK may reasonably require. Signature of this Agreement by CONTRACTOR shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract fee and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. 9.22 NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of VFK or Monroe County in his or her individual capacity, and no member, officer, agent or employee of VFK or Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 9.23 EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 9.24 E-VERIFY SYSTEM In accordance with F.S. 448.095, the CONTRACTOR and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the CONTRACTOR during 895 the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of F.S. 448.095. 9.25 UNCONTROLLABLE CIRCUMSTANCE Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen,was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Contractor under this Section. Contractor shall give VFK written notice within ten (10) business days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The VFK will not pay additional cost as a result of an Uncontrollable Circumstance. The Contractor may only seek a no cost extension for such reasonable time as the Owners Representative may determine. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. VFK By: CHAIR OF VFK Date: CONTRACTOR By: Signature Print Name: Title: Date: 896 Exhibit A—Scope of Services Services Cost Attend Branding Workshops via Communications Media $2,500 Technology to provide related guidance and consulting for brand development $625/hour Attend one in-person branding workshop to provide related $7,000 guidance and consulting for brand development Total: $9,500 897 Amendment(lstAmendment)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 Dr. Andrew Schauer. WHEREAS, there was an Agreement entered into on June 18, 2025 between the parties for Dr. Andrew Schauer to provide Executive Coaching and Team Training services to Client; and WHEREAS, it has become necessary to amend the Agreement to revise the scope of services for the Agreement to better define the Scope of Services; and NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree to amend the Agreement as follows: 1. Exhibit A of the Agreement shall be revised as attached hereto. 2. The remaining provisions of this Agreement dated June 18, 2025, shall remain in full force and effect. 1 st Amendment to Agreement— Dr. Andrew Schauer 1 898 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: Dr. Andrew Schauer Contractor Print Name Date: 1 st Amendment to Agreement- Dr. Andrew Schauer 2 899 Revised Scope of Work- Exhibit A Executive coaching for the CEO and team training will be provided for the duration of the agreement. Coaching focus will support the culture change management process, strengthen the leadership team's effectiveness, addressing identified gaps, and solidifying current organizational strength. Contractor will provide: Service Cost Monthly CEO Training Sessions July 2025 - $250/Session September 2026 Leadership Team Training Session $1,000 Full Team Training Session Not to exceed $4,900, to include all contractor expenses and training materials 1 st Amendment to Agreement- Dr. Andrew Schauer 3 900 AGREEMENT FOR TAX PREPARATION AND ADVISORY SERVICES This Agreement ("Agreement") is made and entered into this day of 202_ by and between 3405 North Roosevelt Boulevard Corporation d/b/a Visit Florida Keys, whose address is 1201 White Street, Suite 102, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "VFK", AND Denise Y. Rohrer CPA, P.A. whose address is 3144 Northside Drive #201 Key West, FL 33040 its successors and assigns, hereinafter referred to as "Contractor", WITNESSETH: WHEREAS, the VFK is in need of Tax Preparation and Advisory Services and WHEREAS, Contractor is able to provide the services, as set forth in more detail in Attachment A which shall collectively be referred to as the "Project"; and WHEREAS, VFK is a not-for-profit corporation that supports the Monroe County Tourist Development Council (TDC) and is funded in part by the Monroe County Board of County Commissioners (County) and therefore certain terms and conditions are required by law and policy as set forth herein; NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements stated herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, VFK and CONTRACTOR agree as follows: FORM OF AGREEMENT ARTICLE 1 1.1 REPRESENTATIONS AND WARRANTIES 1.2 By executing this Agreement, CONTRACTOR makes the following express representations and warranties to the VFK: 1.3 The CONTRACTOR shall maintain all necessary licenses, permits or other authorizations necessary to act as CONTRACTOR for the Project until the CONTRACTOR'S duties hereunder have been fully satisfied; 1.4 The CONTRACTOR has become familiar with the site(s) and the local conditions under which the Project is to be completed. 1.5 The CONTRACTOR shall prepare all documentation required by this Agreement in such a manner that they shall be accurate, coordinated and adequate for use in verifying work completed and shall be in conformity and comply with all applicable law, codes and regulations. The CONTRACTOR warrants that the documents prepared as a part of this 901 Agreement will be adequate and sufficient to document costs in a manner that is acceptable for reimbursement by government agencies, therefore eliminating any additional cost due to missing or incorrect information. 1.6 The CONTRACTOR assumes full responsibility to the extent allowed by law with regards to his performance and those directly under his employ. 1.7 The CONTRACTOR'S services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project. In providing all services pursuant to this agreement, the CONTRACTOR shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this agreement and shall entitle VFK to terminate this contract immediately upon delivery of written notice of termination to the CONTRACTOR. 1.8 At all times and for all purposes under this agreement the CONTRACTOR is an independent contractor and not an employee of VFK, the TDC or the Board of County Commissioners for Monroe County. No statement contained in this agreement shall be construed so as to find the CONTRACTOR or any of his/her employees, contractors, servants, or agents to be employees of the Board of County Commissioners for Monroe County. 1.9 The CONTRACTOR shall not discriminate against any person on the basis of race, creed, color, national origin, sex, age, or any other characteristic or aspect which is not job related, in its recruiting, hiring, promoting, terminating, or any other area affecting employment under this agreement or with the provision of services or goods under this agreement. ARTICLE II SCOPE OF BASIC SERVICES 2.1 DEFINITION CONTRACTOR'S Scope of Basic Services consist of those described in Attachment A. The CONTRACTOR shall commence work on the services provided for in this Agreement promptly upon his receipt of a written notice to proceed from VFK. 2.2 NOTICE REQUIREMENT All written correspondence to the VFK shall be dated and signed by an authorized representative of the CONTRACTOR. Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage pre-paid, to VFK by certified mail, return receipt requested, to the following: Kara Franker President/CEO of VFK 1201 White Street, Suite 102 Key West, FL 33040 902 For the Contractor: Denise Rohrer &Associates 3144 Northside Drive #201 Key West, FL 33040 ARTICLE III ADDITIONAL PRODUCTS AND SERVICES 3.1 Additional products and services are those products and services not included in the Scope of Services (Paragraph 2.) as set forth in Attachment A. Should the VFK require additional products or services they shall be paid for by the VFK at pricing, rates or fees as negotiated and in accordance with price quote or competitively bid pricing, but only if approved by the VFK before commencement. 3.2 If Additional Services are required the VFK shall issue a letter requesting and describing the requested products and services to the CONTRACTOR. The CONTRACTOR shall respond with a fee proposal, in accordance with prior price quotes or competitive bid pricing. Only after receiving an amendment to the Agreement and a notice to proceed from the VFK, shall the CONTRACTOR proceed with the Additional Services. Any additional services must be funded and approved by the VFK board. ARTICLE IV VFK'S RESPONSIBILITIES 4.1 VFK shall provide complete and accurate information and cooperation regarding requirements for the Project. 4.2 VFK shall designate a representative to act on the VFK's behalf with respect to the Project. VFK or its representative shall render decisions in a timely manner pertaining to request for information submitted by the CONTRACTOR in order to avoid unreasonable delay in the orderly and sequential progress of the CONTRACTOR'S services. 4.3 The VFK shall furnish required information and shall render approvals and decisions as expeditiously as necessary for the orderly progress of the CONTRACTOR'S services. ARTICLE V INDEMNIFICATION AND HOLD HARMLESS 5.1 The CONTRACTOR covenants and agrees to indemnify and hold harmless VFK, the Monroe County Tourist Development Council, Monroe County and Monroe County Board of County Commissioners, its officers and employees from third party liabilities, damages, losses and reasonable costs, including but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of the CONTRACTOR, subcontractor(s) and other persons employed or utilized by the CONTRACTOR in the performance of the contract. 903 5.2 The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. 5.3 This indemnification shall survive the expiration or early termination of the Agreement. ARTICLE VI PERSONNEL 6.1 PERSONNEL The CONTRACTOR shall assign only qualified personnel to perform any service concerning the project. ARTICLE VII COMPENSATION and TERM 7.1 COMPENSATION BASED ON SPECIFIED RATES 7.1.1 The VFK shall pay the CONTRACTOR for the CONTRACTOR'S performance of this Scope of Work as outlined in Attachment A. The Total Not to Exceed Amount of Thirty One Thousand Four Hundred Dollars and Zero Cents ($31,400.00). 7.2 PAYMENTS 7.2.1 For its assumption and performances of the duties, obligations and responsibilities set forth herein, the CONTRACTOR shall be paid monthly. Payment will be made pursuant to the Local Government Prompt Payment Act 218.70, Florida Statutes. As a condition precedent for any payment due under this Agreement, the CONTRACTOR shall submit monthly, unless otherwise agreed in writing by the VFK, a proper invoice to VFK requesting payment for services properly rendered. The CONTRACTOR'S invoice shall describe with reasonable particularity the service rendered. The CONTRACTOR'S invoice shall be accompanied by such supporting documentation or data in support of expenses for which payment is sought that is acceptable to the Monroe County Clerk of court and Comptroller (Clerk) based on generally accepted account principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. 7.3 BUDGET AND REIMBURSEABLE EXPENSES 7.3.1 The CONTRACTOR may not be entitled to receive, and the VFK is not obligated to pay, any fees or expenses in excess of the amount budgeted for this contract in each fiscal year (October 1 - September 30) by the Monroe County Board of County Commissioners. The budgeted amount may only be modified by an affirmative act of the Monroe County Board of County Commissioners. 904 7.3.2 VFK's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners and the approval of the Board members at the time of contract initiation and its duration. 7.3.3 Expenses will only be reimbursed if authorized by VFK in writing in advance and to the extent and in the amount authorized by Section 112.061, Florida Statutes, Monroe County Code (Chapter 2, Art. II, Div. 3), Monroe County Policies and Procedures and Monroe County TDC Travel Guidelines, as amended. 7.4 TERM OF AGREEMENT The initial term of this Agreement is for one year period commencing December 15, 2025 and terminating December 15, 2026. This Agreement may be extended upon mutual agreement of the parties. Any renewal of this Agreement must be in writing and signed by both the VFK and CONTRACTOR. ARTICLE VIII INSURANCE 8.1 The CONTRACTOR shall obtain insurance in accordance with the industry standards. ARTICLE IX MISCELLANEOUS 9.1 SECTION HEADINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. 9.2 SUCCESSORS AND ASSIGNS The CONTRACTOR shall not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of VFK and the CONTRACTOR, which approval shall be subject to such conditions and provisions as VFK may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this agreement. Subject to the provisions of the immediately preceding sentence, each party hereto binds itself, its successors, assigns and legal representatives to the other and to the successors, assigns and legal representatives of such other party. 9.3 NO THIRD PARTY BENEFICIARIES Nothing contained herein shall create any relationship, contractual or otherwise, with or any rights in favor of, any third party. 905 9.4 TERMINATION A. In the event that the CONTRACTOR shall be found to be negligent in any aspect of service, the VFK shall have the right to terminate this agreement after five days written notification to the CONTRACTOR. B. Either of the parties hereto may cancel this Agreement without cause by giving the other party thirty (30) days written notice of its intention to do so. C. Termination for Cause and Remedies: In the event of breach of any contract terms, either Party retains the right to terminate this Agreement. Either Party may also terminate this agreement for cause with the other Party should that Party fail to perform the covenants herein contained at the time and in the manner herein provided. In the event of such termination, prior to termination, the terminating Party shall provide other Party with thirty (30) calendar days' notice and provide the Party with an opportunity to cure the breach that has occurred. If the breach is not cured, the Agreement will be terminated for cause. If the VFK terminates this agreement with the CONTRACTOR, VFK shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the VFK exceeds the funds remaining in the contract; however, the VFK reserves the right to assert and seek an offset for damages caused by the breach. The maximum amount due to CONTRACTOR shall not in any event exceed the total contract amount as set forth in this Agreement. In addition, the VFK reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of the Monroe County's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. D. Termination for Convenience: Either Party may terminate this Agreement for convenience, at any time, upon thirty (30) days' notice to other Party. If the VFK terminates this agreement with the CONTRACTOR, VFK shall pay CONTRACTOR the sum due the CONTRACTOR under this agreement prior to termination, unless the cost of completion to the VFK exceeds the funds remaining in the contract. The maximum amount due to CONTRACTOR shall not exceed the total contract amount as set forth in this Agreement. In addition, the VFK reserves all rights available to recoup monies paid under this Agreement, including the right to sue for breach of contract and including the right to pursue a claim for violation of Monroe County's False Claims Ordinance, located at Section 2-721 et al. of the Monroe County Code. 9.5 MAINTENANCE OF RECORDS CONTRACTOR shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives, shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for five years following the termination of this Agreement. If an auditor employed by VFK, Monroe County or the Clerk determines that monies paid to CONTRACTOR pursuant to this Agreement were spent for purposes not authorized by this Agreement, CONTRACTOR shall repay the monies together with interest calculated pursuant to Sec. 55.03; FS, running from the date the monies were paid to CONTRACTOR. 906 9.6 GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, VFK and CONTRACTOR agree that venue shall lie in the 161h Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 9.7 SEVERABILITY If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The VFK and CONTRACTOR agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 9.8 ATTORNEYS FEES AND COSTS The VFK and CONTRACTOR agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative, and out-of-pocket expenses in appellate proceedings. 9.9 BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the VFK and CONTRACTOR and their respective legal representatives, successors, and assigns. 9.10 AUTHORITY Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action, as required by law. 9.11 ADJUDICATION OF DISPUTES OR DISAGREEMENTS VFK and CONTRACTOR agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party 907 shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. This provision does not negate or waive the provisions concerning termination or cancellation. 9.12 COOPERATION In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this Agreement, VFK and CONTRACTOR agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this Agreement or provision of the services under this Agreement. VFK and CONTRACTOR specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 9.13 NONDISCRIMINATION CONTRACTOR and VFK agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. CONTRACTOR or VFK agrees to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title 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. 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 may be 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. 9.14 COVENANT OF NO INTEREST CONTRACTOR and VFK covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this Agreement, and that only interest of each is to perform and receive benefits as recited in this Agreement. 908 9.15 CODE OF ETHICS VFK agrees that officers and employees of the Monroe County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 9.16 NO SOLICITATION/PAYMENT The CONTRACTOR and VFK warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for it, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the CONTRACTOR agrees that the VFK shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 9.17 PUBLIC RECORDS COMPLIANCE. CONTRACTOR must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. VFK and CONTRACTOR shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by VFK and CONTRACTOR in conjunction with this contract and related to contract performance. VFK shall have the right to unilaterally cancel this contract upon violation of this provision by CONTRACTOR. Failure of CONTRACTOR to abide by the terms of this provision shall be deemed a material breach of this contract and VFK may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. CONTRACTOR is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. 9.18 NON-WAIVER OF IMMUNITY Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONTRACTOR and VFK in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, etc. or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage. 9.19 NON-COLLUSION AFFIDAVIT CONTRACTOR by signing this Agreement, according to law on my oath, and under penalty of perjury, depose and say that the person signing on behalf of the CONTRACTOR, the bidder making the Proposal for the project described in the Scope 909 of Work and that I executed the said proposal with full authority to do so; the prices in the bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly, to any other bidder or to any competitor; and no attempt has been made or will be made by the bidder to induce any other person, partnership or corporation to submit, or not to submit, a bid for the purpose of restricting competition; the statements contained in this affidavit are true and correct, and made with full knowledge that VFK and Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. 9.20 NON-RELIANCE BY NON-PARTIES No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or entitlement to or benefit of any service or program contemplated hereunder, and the CONTRACTOR and the VFK agree that neither the CONTRACTOR nor the VFK or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 9.21 ATTESTATIONS AND TRUTH IN NEGOTIATION CONTRACTOR agrees to execute such documents as VFK may reasonably require. Signature of this Agreement by CONTRACTOR shall act as the execution of a truth in negotiation certificate stating that wage rates and other factual unit costs supporting the compensation pursuant to the Agreement are accurate, complete, and current at the time of contracting. The original contract fee and any additions thereto shall be adjusted to exclude any significant sums by which the agency determines the contract price was increased due to inaccurate, incomplete, or concurrent wage rates and other factual unit costs. All such adjustments must be made within one year following the end of the Agreement. 9.22 NO PERSONAL LIABILITY No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of VFK or Monroe County in his or her individual capacity, and no member, officer, agent or employee of VFK or Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 9.23 EXECUTION IN COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 910 9.24 E-VERIFY SYSTEM In accordance with F.S. 448.095, the CONTRACTOR and any subcontractor shall register with and shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the CONTRACTOR during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the work authorization status of all new employees hired by the subcontractor during the Contract term. Any subcontractor shall provide an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. The Contractor shall comply with and be subject to the provisions of F.S. 448.095. 9.25 UNCONTROLLABLE CIRCUMSTANCE Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen,was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Project; (d) government order or law in the geographic area of the Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Contractor under this Section. Contractor shall give VFK written notice within ten (10) business days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The VFK will not pay additional cost as a result of an Uncontrollable Circumstance. The Contractor may only seek a no cost extension for such reasonable time as the Owners Representative may determine. IN WITNESS WHEREOF, each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. VFK Contractor By: By: CHAIR OF VFK Date: Print Name: Title: Date: 911 Attachment A Scope of Services Tax Preparation Services • Federal income tax preparation • State income tax preparation Advisory Services • Consulting on all matters pertaining to the accounting, structure, and management of the organization This Tax and Advisory Services fee will include • Client communication o Phone calls/emails o Client meetings Tax and Advisory Services Rates • Federal and State income tax returns $1,400 • Advisory Services $250/hour • Research for compliance $250/hour • Estimated monthly Advisory services anticipated at 10 hours per month in an amount not to exceed $30,000 annually 912 Amendment #4 to the Consulting Agreement THIS AMENDMENT to the Consulting Agreement dated the 24t" day of September 2025, is entered into on this 28th day of October, 2025 by and between the 3406 North Roosevelt Boulevard Corporation d/b/a Visit Florida Keys (Client or VFK), a corporation incorporated in the State of Florida and William A. Hanbury, Academy Street Collaboration, LLC (Consultant). WHEREAS, there was an Agreement dated September 24, 2024, for a term from September 17, 2024 to January 17, 2025, between the parties for the Consultant to provide consulting services to the Client; and WHEREAS, there was a First Amendment to correctly reflect Client's corporate name and a Second Amendment entered into on January 13, 2024 to extend the Agreement to June 5, 2025, and to expand the scope of consulting services to the client; and WHEREAS, there was a Third Amendment entered into on May 22, 2025 to extend the term to October 6, 2025, and to expand the scope of consulting services to the client; and NOW THEREFORE, it has become necessary to amend the Agreement again to extend the consulting services scope for an additional four months from October 6 6, 2025, to February 6, 2026. 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 October 6, 2025 to February 6, 2026: 1) In consultation with the VFK's CEO, the Consultant will author, present and record four new modules to the VFK's Training Days Program for all VFK employees over the four-month assignment. The proposed new modules include: 1) Adapting Organization-Wide Al Solutions 2) Florida Keys Tourism 1 913 Sustainability and Regeneration, 3) Data and Creativity...the Alchemy Comprising of the FY2025-26 Advertising Plan, 4) Implementing VFK's Brand Architecture. For each session the Consultant will collaborate with VFK staff experts on these topics. 2) Working in concert with the VFK's CEO and Executive Vice President, the consultant will design a Proposed Incentive Program for VFK employees to potentially implement in FY2026-27. This Plan would reflect the strategic requirements of the Florida Keys as a world class destination, and the needs of VFK's valued employees. The program would motivate employees to achieve both organizational goals (mutually shared by the VFK team) and personal individualized goals (specific to their scope of responsibility). The primary objective of the Incentive Plan is to retain and attract highly skilled employees, while ensuring compensation policies are transparent, fair, and aligned with Destination Marketing Organizations (DMO) best practices. 3) The Consultant will complete the authoring of additions/revisions to the TDC Operations Manual. Further, the Consultant will guide these additions/revisions through the TDC and BOCC approval process. The Consultant will provide full transparency on any changes from current to proposed verbiage using "track change" document formatting. The changes to be proposed are required to comply with both the Destination Marketing Accreditation Program (DMAP) accreditation standards and DMO best practices. With this task accomplished, the Consultant will also author additions/revisions to the VFK's Policies & Procedures to comply with DMAP and industry best practices. The Consultant is collaborating with Karie Lindpere and Ammie Macham on this initiative. 4) The consultant will review DMO best practices to recommend possible additions/revisions to board governance topics currently residing within the TDC Operations Manual. The consultant will work cooperatively with VFK's CEO and Chairperson to develop these proposed governance revisions and additions. This project will include a review of other Florida-based DMOs and USA-based competitive-set DMOs as a reference concerning board governance standards. 2 914 5) In collaboration with the Chairperson and VFK's CEO, the Consultant will complete the final requirements relative to the TDC/VFK Remediation Plan originally developed by in the Cherry Bekaert Risk Assessment and the four County Audits. This also includes completing the implementation of the Florida Ethics Institute's TDC/VFK Policies and Procedures recommendations. 6) The DMAP accreditation process is led by Kaire Lindpere. The Consultant will support the DMAP accreditation process in three specific ways: 1) authoring documents to comply with the standard; 2) advising Ms. Lindpere related to nexus of DMAP policies and industry best practices; 3) working directly with VFK staff to assure compliance with the new DMAP standards. The Consultant will continue to support this project through the submission of the documents to Destinations International, scheduled for March 2026. 7) The Consultant will continue to assist the CEO with the DestinationNEXT strategic planning process. This program is in the Final stages of completion, and the consultant will interact with DestinationNEXT Lead Consultant, Cassandra McAuley, and Ms. Lindpere through the project's conclusion. The Consultant will work with the VFK team to assure the outcomes from the Strategic Plan are executed across the organization. The Plan remains a top organizational priority. 8) The Consultant will continue to work on the following deliverables and services as outlined in the original Consulting Agreement. This includes: a) Work with the CEO regarding internal organizational structure. b) Participate in weekly senior leadership meetings and full staff meetings. c) Address short-term issues/topics as identified by the CEO, which may require resolution. d) 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/Teams. e) As instructed by the CEO, provide coaching and mentoring support to senior leadership. Further assist the CEO, as needed, with employee recruitment and searches by identifying and vetting perspective 3 915 employees. This also includes assisting with onboarding and training new employees. The upcoming Comptroller candidate vetting and employment onboarding will be a key priority during the consulting assignment timeframe. 2. TERMS OF THE AGREEMENT shall be revised to add the following: The Term of the Agreement shall be extended for a period to begin on October 6, 2025, and will remain in full force and effect until February 6, 2026, or subject to earlier termination as provided by the original Agreement. 3. The COMPENSATION shall be revised to add the following: For services rendered by the Consultant, as required by this Amended Consulting Agreement, the Client will provide compensation for the Consultant of $250 per hour for up to 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 for the four-month period, October 6, 2025, to February 6, 2026, 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. This Amendment shall be retroactively effective to October 6, 2025. 6. All other provisions, as noted in the original Consulting Agreement, as amended by Amendment 1, 2, and 3 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. 4 916 3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys By Diane Schmidt Date Academy Street Collaboration, LLC BY William A. Hanbury, Principal Date 5 917