Item E11
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: MAY 19.2004 Division: TDC
Bulk Item: Yes -X- No
Department:
AGENDA ITEM WORDING:
Approval of Agreement with Key West Business Guild to provide Visitor Information
Services which promote gay and lesbian tourism commencing October 1, 2004 through
September 30, 2007.
ITEM BACKGROUND:
TDe approved same at their meeting of April 14, 2004.
PREVIOUS REVELANT BOCC ACTION:
CONTRACT/AGREEMENT CHANGES:
Modification of length of contract
STAFF RECOMMENDATIONS:
Approval
TOTAL COST: $36.500
BUDGETED: Yes ~ No
COST TO COUNTY: $36.500
SOURCE OF FUNDS: TDC
REVENUE PRODUCING: Yes 1L-- No
AMOUNTPERMONTH_ Year
APPROVED BY: County Atty -X- OMB/Purchasing X Risk Management ~
DIVISION DIRECTOR APPROVAL: ~
(Lynda Stuart)
DOCUMENTATION:
Included X
To Follow_
Not Required_
DISPOSITION:
AGENDA ITEM # E \,
Revised 2/27/01
, MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Key West Business Contract #_
Guild Effective Date: 5/19/04
Expiration Date:
Contract Purpose/Description:
Approval of Agreement with Key West Business Guild to provide Visitor
Information Services which promote gay and lesbian tourism commencing
October L 2004 through September 30.2007.
Contract Manager: Maxine Pacini 3523 TDC # 3
(Name) (Ext. ) (Department/Stop #)
for BOCC meeting on 5/19/04 Agenda Deadline: 5/4/04
CONTRACT COSTS
Total Dollar Value of Contract: $ 36,500
Budgeted? Yesr8J No 0 Account Codes:
Grant: $
County Match: $
Current Year Portion: $ 21,291. 70
117-7701O-530340-T47V-399X-530340
- - - -
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ADDITIONAL COSTS
Estimated Ongoing Costs: $~yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
- -
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CONTRACT REVIEW
Division Director
tfJihf
~J;' cf
Changes
Needed r7l""
Y esO NOLJ
Date Out
Risk Management
O.M.B./Purchasing
County Attorney ~'t YesO No
Comments:
OMB Form Revised 2/27/01 MCP #2
AGREEMENT FOR GAY & LESBIAN VISITOR INFORMATION SERVICES
THIS AGREEMENT is entered into this day of ,
2004, by and between the BOARD OF COUNTY COMMISSIONERS, Monroe County,
Florida, hereinafter referred to as the County and the Key West Business Guild,
hereinafter referred to as Provider;
WITNESSETH
WHEREAS, Provider is qualified to provide Visitor Information Services which
promote gay and lesbian tourism; and
WHEREAS, County and Provider currently have a contractual arrangement for
services through September 30, 2004; and
WHEREAS, both parties desire to modify said agreement and to extend it an
additional three years with an additional two (2) year renewal option; and
WHEREAS, the Tourist Development Council (TDC) has recommended to
County that a new contract for Visitor Information Services which promote gay and
lesbian tourism be entered into; and
WHEREAS, the County wishes to enter into this Agreement for Visitor
Information Services which promote gay and lesbian tourism with the Provider;
NOW AND THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:
1. OLD AGREEMENT SUPERSEDED: The Agreement dated April 19,
2001; amended June 19, 2002 and July 15, 2003 is superseded and replaced by this
Agreement effective on the beginning date of paragraph 2.
2. TERMS: The term of this Agreement is for a period of three years
beginning October 1, 2004 and expiring on September 30,2007. The County has an
option to extend this agreement for two (2) additional years.
3. SCOPE OF SERVICES: The Provider shall pursuant to this agreement,
provide Visitor Information Services which promote gay and lesbian tourism as
described herein:
a. The Provider shall respond to all telephone inquiries from the Key West
Business Guild toll-free number and (305) line with general information
about the destination and Monroe County.
Gay & Lesbian Visitor Information Services Agreement 2004
Funded by District I Advisory Committee
1
b. The Provider shall respond to all telephone inquiries for the benefit of the
destination as a whole and not just for the benefit of the Provider,
members of the Provider and/or discriminate between Key West Business
Guild and non-guild members.
c. The Provider shall retrieve and record all information required for mail
fulfillment which includes the name, address, ZIP code and telephone
number or e-mail address (when provided) of the caller.
d. Provider shall provide live operator, voice mail, answering machine or
similar procedures to capture the required information during off hour
operation.
e. The Provider shall input the inquiries for mail fulfillment into data base,
prepare labels, place labels on envelopes, place approved collateral
material in envelopes, place first class postage and deliver fulfillment to
the post office. The Provider shall use TDC approved promotional
collateral and local gayllesbian industry materials as mail fulfillment.
f. The Provider shall provide their own telephone lines, mail fulfillment
envelopes/packaging, postage, postage equipment, computer equipment
and staff to provide said service.
g. The Provider shall provide Visitor Information Services to visitors or
enquirers calling into the facility Monday through Sunday, 9:00 a.m. to
5:00 p.m., with the exception of Christmas Day; New Years Day; Memorial
Day; July 4th Day; Labor Day and Thanksgiving Day
h. The Provider shall provide the TDC with monthly reports on telephone
inquiries that include media ad responses, top calling states, visitor
interests and other market research information.
i. The Provider will refer the caller/visitor to the Fla-Keys.com website.
4. COMPENSATION: Provider shall charge Thirty Six Thousand and Five
Hundred ($36,500) dollars as an annual administration fee to cover costs outlined in
paragraph 2. Payment will be made in eleven (11) monthly installments of Three
Thousand, Forty One dollars and sixty six cents ($3,041.66) and one (1) monthly
installment of Three Thousand, Forty One dollars and seventy four cents ($3,041.74).
The Board of County Commissioners and the Tourist Development Council assume no
liability to fund this agreement for an amount in excess of this award. Payment for
expenditures permissible by law and County policies shall be made through
reimbursement to Provider upon presentation of invoices, and other documentation
necessary to support a claim for reimbursement. Monroe County's performance and
Gay & Lesbian Visitor Information Services Agreement 2004
Funded by District I Advisory Committee
2
obligation to pay under this agreement is contingent upon an annual appropriation by
the BOCC.
5. RECORDS - ACCESS AND AUDITS: The Provider shall maintain
adequate and complete records to justify all charges, expenses and costs incurred in
performing the work for at least three (3) years after completion of this agreement. The
County shall have access to such books, records, and documents concerning the
contracted services. The access to and inspection of such books, records, and
documents by the County shall occur at any reasonable time. Provider understands
that it shall be responsible for repayment of any and all audit exceptions identified by
County. Any current or subsequent contract awards will be offset by the amount of any
audit exceptions. In the event there are not funds still held by County for a contract
award, the amount of audit exception shall be billed to Provider who shall promptly pay
same.
6. INDEPENDENT CONTRACTOR RELATIONSHIP: The Provider, is and
shall be, in the performance of all works, services, and activities under this agreement,
an independent contractor and not an employee, agent or servant of the County. The
Provider shall exercise control, direction, and supervision over the means and manner
and personnel in which it and its employees perform the work. In all respects, the
"Provider's" relationship and the relationship of its employees to the County shall be
that of an independent contractor and not as employees or agents of the county.
Moreover, the Provider shall have no authority whatsoever to act on behalf andlor as
agent for the County in any promise, agreement, or representation other than
specifically provided for in this agreement. The County shall at no time be legally
responsible for any negligence on the part of said contractor, its employees or agents,
resulting in either bodily or personal injury or property damage to any individual, form, or
corporation.
7. MODIFICATION: Additions to, modification to, or deletions from the
Scope of Work and/or costs of work set forth in this contract may be made only by
amendment to this agreement which must be approved in writing by the County. No
modification shall become effective without written approval of County.
8. BREACH AND PENALTIES: The parties agree to full performance of the
covenants contained in this contract, and the County reserves the right at its discretion,
provided any breach is material, to terminate the services in this contract for any
misfeasance, malfeasance or nonperformance of the contract terms or negligent
performance of the contract terms by Provider. Any waiver of any breach of covenants
herein contained shall not be deemed to be a continuing waiver and shall not operate to
bar the County from declaring a forfeiture for any succeeding breach either of the same
conditions or covenants or otherwise.
9. INSURANCE: The Provider shall maintain the following required
insurance throughout the entire term of this contract and any extensions. Failure to
comply with this provision may result in the immediate suspension of all work until the
Gay & Lesbian Visitor Information Services Agreement 2004
Funded by District I Advisory Committee
3
required insurance has been reinstated or replaced. Delays in the completion of work
resulting from the failure of the Provider to maintain the required insurance shall not
extend any deadlines specified in this contract and any penalties and failure to perform
assessments shall be imposed as if the work had not been suspended, except for
Provider's failure to maintain the required insurance.
The Provider shall provide, to the County, as satisfactory evidence of the
required insurance, either:
Certificate of Insurance
or
* A Certified copy of the actual insurance policy
The COUNTY, at its sole option, has the right to request a certified copy of any or all
insurance policies required by this contract.
All Insurance policies must specify that they are not subject to cancellation, non-
renewal, material change, or reduction in coverage unless a minimum of thirty (30) days
prior notification is given to the County by the insurer.
The acceptance and/or approval of the Provider's insurance shall not be
construed as relieving the Provider from any liability or obligation assumed under this
contract or imposed by law.
The Monroe County Board of County Commissioners, its employees and officials
will be included as "Additional Insured" on all policies, except for Workers'
Compensation.
Any deviations from these General Insurance Requirements must be requested
in writing from the COUNTY. Such requests shall be prepared from the COUNTY's
form entitled "Request for Waiver of Insurance Requirements" and approved by Monroe
County Risk Management. .
A. Prior to the commencement of work governed by this contract the
PROVIDER shall obtain Workers' Compensation Insurance with limits sufficient to
respond to Florida Statute 440.
In addition, the Provider shall obtain Employers' Liability Insurance with
limits of not less than:
$100,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease
$100,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the contract.
Coverage shall be provided by a company or companies authorized to
transact business in the state of Florida and the company or companies must maintain
a minimum rating of A-V1, as assigned by the A.M. Best Company.
B. Prior to the commencement of work governed by this contract, the
PROVIDER shall obtain General Liability Insurance. Coverage shall be maintained
throughout the life of the contract and include, as a minimum:
· Premises Operations and Contents
· Products and Completed Operations
· Blanket Contractual Liability
· Personal Injury Liability
*
Gay & Lesbian Visitor Information Services Agreement 2004
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· Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per person
$1,000,000 per Occurrence
$ 100,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a
Claims Made policy, its provisions should include coverage for claims filed on or after
the effective date of this contract. In addition, the period for which claims may be
reported should extend for a minimum of twelve (12) months following the acceptance
of work by the County.
The Monroe County Board of County Commissioners shall be named as
Additional Insured on all policies issued to satisfy the above requirements.
10. INDEMNIFICATION AND HOLD HARMLESS: The Provider shall
indemnify and hold harmless the County, their departments, agencies, officials,
employees, agents, servants and contractors, against any claims, liabilities and
expenses (including reasonable attorney's fees) arising as a result of any direct and/or
indirect action of Provider, its employees, agents, servants and/or contractors in the
performance of the terms of this agreement or otherwise related to activity conducted in
the furtherance of this agreement except to the extent that, in the case of any act of
negligence, Provider reasonably relied upon material supplied by the County or any
employee of County. Provider shall immediately give notice to County of any suit, claim
or action made against Provider that is related to any activity under this agreement and
will cooperate with the County in the investigation arising as a result of any suit, claim or
action related to this agreement.
11. PERMITS: The Provider shall secure all required permits, and/or licenses
necessary for this project.
12. LAWS AND REGULATIONS: It shall be understood and agreed that any
and all services, materials and equipment shall comply fully with all Local, State and
Federal laws and regulations.
13. TAXES: The County s exempt from Federal, Excise and State of Florida
Sales Tax.
14. FINANCE CHARGES: The County will not be responsible for any finance
charges.
15. SEVERABILITY: If any provision of this contract shall be held by a court
of competent jurisdiction to be invalid or unenforceable, the remainder of this contract,
or the application of such provision other than those as to which it is invalid or
unenforceable, shall not be affected thereby; and each provision of this contract shall
be valid and enforceable to the fullest extent permitted by law.
Gay & Lesbian Visitor Information Services Agreement 2004
Funded by District I Advisory Committee
5
16. FORCE MAJEURE: The Provider shall not be liable for delay in
performance or failure to perform in whole or in part, the services due to the occurrence
of any contingency beyond its control or the control of any of its sub-providers or
suppliers, including labor dispute, strike, labor shortage, war or act or war whether an
actual declaration thereof if made or not, insurrection, sabotage, riot or civil commotion,
act of public enemy, epidemic, quarantine restriction, accident, fire, explosion, storm,
flood, drought, or other act of God, act of any governmental authority, jurisdictional
action, or insufficient supply of fuel, electricity, or materials or supplies, or technical
failure where the Provider has exercised reasonable care in the prevention thereof, and
any such delay or failure shall not constitute a breach of the agreement. The Provider
shall notify the TDC of any delay or failure to perform within fIVe (5) days of such action.
Upon demand of TDC, the Provider, must furnish evidence of the causes of such delay
or failure. The Provider shall not resume its performance hereunder unless provided for
in the Scope of Services.
17. ASSIGNMENT: Provider shall not assign, transfer, sublease, pledge,
hypothecate, surrender, or otherwise encumber of dispose of this contract or any estate
created by this contract or any interest in any portion of the same, or permit any other
person or persons, company or corporation to perform services under this contract
without first obtaining the written consent of the County. In the event of such consent,
this agreement shall be binding upon the Provider's successors and assigns.
18. DISCLOSURE: The Provider shall be required to list any or all potential
conflicts of interest, as defined by Florida Statute 112 and Monroe County Ethics
Ordinances. The Provider shall disclose to the County all actual or proposed conflicts
of interest, financial or otherwise, direct or indirect, involving any client's interest which
may conflict with the interest of the County.
19. ADVERTISING: Prior to any advertising, publicity, or promotional
materials initiated by the Provider relating to the services under this agreement, the
Provider shall obtain prior written approval regarding said promotional material for the
TDC before such material can be released. Materials shall be presented to the TDC for
approval and shall be returned to the Provider in a timely manner. All promotional
material related to services under this agreement shall only include references to
Monroe County tourism and each mailing package must include the official Monroe
County TDC Gay and Lesbian brochure.
20. ADDITIONAL CONDITIONS: Provider agrees to accept additional
conditions governing the use of funds or performance of work as may be required by
federal, state or local statute, ordinance or regulation or by other policy adopted by
County. Such additional conditions shall not become effective until Provider has been
notified in writing and no such additional conditions shall be imposed retroactively.
Gay & Lesbian Visitor Information Services Agreement 2004
Funded by District I Advisory Committee
6
21. INDEPENDENT PROFESSIONAL JUDGEMENT: Provider shall at all
times exercise independent professional judgment and shall assume full responsibility
for the service to be provided and work to be completed.
22. CARE OF PROPERTY: The Provider shall be responsible to the County
for the safekeeping and proper use of the property entrusted to Provider's care, to
include any and all insurance for the value of the equipment and any maintenance or
service contracts relating to such equipment for its service life.
23. ETHICS CLAUSE: The Firm warrants that no person has been employed
or retained to solicit or secure this contract upon an Agreement or understanding for a
commission, percentage, brokerage, or contingent fee and that no member of the
Monroe County government or the TDC has any interest, financially or otherwise, in the
Firm or its subcontractors.
24. NOTICE: Any notice required or permitted under this agreement shall be
in writing and hand-delivered or mailed, postage prepaid by certified mail, return receipt
requested, to the other party as follows:
For Key West Business Guild: Mr. Jon Allen
Key West Business Guild
P.O. Box 1208
Key West, FL 33041
For Monroe County TDC: Ms. Lynda Stuart
1201 White Street
Suite 102
Key West, FL 33040
County shall give notice to Provider of any meetings on which is an agenda item
pertaining to telemarketing. Said notice shall be given so that provider has ample time
to make travel arrangements for an Executive Board member to attend the meeting.
25. TERMINATION: Either party shall have the right to cancel this Agreement
at its sole discretion with or without cause upon ninety (90) days prior written notice to
the other party. Provider shall deliver to the County all papers, equipment and other
material related to the work performed under this contract upon termination thereof.
26. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who has
been placed on the convicted vendor list following a conviction for public entity crime
may not submit a bid on a contract to provide any goods or services to a public entity,
may not submit a bind on a contract with a public entity for the construction or repair of
a public building or public work, may not submit bids on leases of real property to public
entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or
consultant under a contract with any public entity, and may not transact business with
Gay & Lesbian Visitor Information Services Agreement 2004
Funded by District I Advisory Committee
7
any public entity in excess of the threshold amount provided in Section 287.017, for
CATEGORY TWO for a period of 36 months from the date of being placed on the
convicted vendor
list.
27. FULL AGREEMENT: This writing embodies the entire Agreement and
understanding between the parties hereto, and there are not other agreements and
understandings, oral or written, with reference to the subject matter hereof that are not
merged herein and superseded hereby. In order to be effective any amendment andlor
change to this Agreement shall be in writing recommended by the TDC and approved
by the COUNTY and signed by both parties.
28. This contract has been carefully reviewed by legal counsel for both
parties. Therefore, this contract shall not be strictly construed against either party on
the basis of authorship.
IN WITNESS WHEREOF, the parties have executed this agreement the day and year
first above written.
(SEAL)
Attest:
DANNY L. KOLHAGE, Clerk
Monroe County Board of County
Commissioners
Clerk
(SEAL)
Attest:
Mayor/Chairman
Key West Business Guild
By:
President
MONROE COUNTY AT iORNEY
~a~7
~SUZAN E A. HUTTON
ASSISTAN~pTY 1JOANEY
Dal. ~ 'I
Gay & Lesbian Visitor Information Services Agreement 2004
Funded by District I Advisory Committee
8