FY2004-2007 06/16/2004
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
June 2 J, 2004
TO:
Lynda Stuart, Office Manager
Tourist l)evelopment Council
ATTN:
FROM:
Maxine JDacini
Administrative Assistant
JDamela G. Hanc~
l)eputy Clerk 0
At the June 16, 2004, Board of County Commissioner's meeting the Board granted
approval and authorized execution of a modified and extended Contract between Monroe County
and Cellet Travel Services, Ltd., to provide sales representation services which promote tourism.
Enclosed are two duplicate originals of the above-mentioned for your handling. Should
you have any questions please do not hesitate to contact this office.
cc: County Administrator w/o document
County Attorney
Finance
File.!
CONTRACT WITH CELLET TRAVEL SERVICES, L TO
THIS CONTRACT is entered into this If; tAday of ~1)Ne:- , 2004, by and
between the BOARD OF COUNTY COMMISSIONERS, Monroe County, Florida, hereinafter
referred to as the County and Cellet Travel Services, Ltd., hereinafter referred to as Provider;
WITNESSETH
WHEREAS, Provider is qualified to provide sales representation services which
promote 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 contract and to extend it an additional
three years; and
WHEREAS, the Tourist Development Council (TDC) has recommended to County that
a new contract for sales representation services be entered into; and
WHEREAS, the County wishes to enter into this contract for sales representation
services with the Provider;
NOW AND THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:
1. OLD CONTRACT SUPERSEDED: The contract dated July 21, 1999; and
amended on August 21, 2002 is superseded and replaced by this contract effective on the
beginning date of paragraph 2.
2. TERMS: The term of this contract is for a period of three years beginning July 1,
2004 and expiring on September 30,2007.
3. SCOPE OF SERVICES: In consideration of the base monthly contractual
amount, the PROVIDER shall provide the following services to promote the Florida Keys as a
primary destination in Florida on behalf of the Monroe County:
Provide services to develop a sales and marketing campaign for Florida Keys in
Europe.
Provide administrative offices, staff, promotional materials and promotional
services to European markets.
Provide travel trade (tour operators, travel agenda, meeting planners) -
marketing assistance, materials, training to help develop travel to the Florida
Keys.
Provide trade and consumer promotional fulfillment program.
Provide telephone information services assistance program.
Provide photo library to assist travel industry.
Provide promotional assistance to Airline Industry that support travel to Florida
Keys.
Cellet 'Travel Services, Ltd Contract
Provide staff services to travel trade shows.
Provide recommended advice to TDC staff on markets, trends and issues.
Provide monthly reports.
Provide as liaise with TDC European Public Relations Agency.
Provide as liaise with Visit Florida offices in Europe.
Provide administrative services expenses such as telephone, fax, email and
copy machine.
Provide the establishment and management of agreements with sub-agencies
for European markets and programs.
4. MONTHLY REPORTS: PROVIDER shall provide to TDC Administrative
Office, 1201 White Street, Suite 102, Key West, Florida, monthly reports and document of
results of services each month of the year. Also to include copies of any reports which
Provider receives from travel agents and tour operators showing their bookings to Monroe
County.
Monthly reports to TDC shall include all of the followinq:
Number of Sales Calls carried out
Number of enquiries received
Number of fulfilment packs issued
New Product Development
Market Trends and News from European Travel Trade
Travel agents and operators bookings to the Florida Keys
Monthly invoices
5. COMPENSATION: PROVIDER shall be compensated in an amount of
$68,000 (Sixty Eight Thousand Dollars) per year, excluding any reimbursable expenses to
perform the Scope of Services. Reimbursable expenses to perform the Scope of Services
(supported by necessary documentation): are as follows:
Trade Show Registrations
Exhibit Expenses
Coordination fee for presentation for trade shows, exhibits, special projects
Special Promotions
Travel and Entertainment
Postage and Carriage
Memberships
Printing costs
Translations
and other operating expenses as outlined and approved each year within the annual Marketing
Plan. Monroe County's performance and obligation to pay under this contract is contingent
upon an annual appropriation by the BOCC.
6. BILLINGS: The PROVIDER shall submit to the TDC Administrative Office
monthly billings for $5,666.66 for staff and contracted services. The COUNTY shall be
responsible for payment of all authorized fees and reimbursable costs due the PROVIDER
while this contract is in force which are described and limited in paragraph 4. Said payments
shall be sent by mail by COUNTY directly to Cellet Travel Services, Ltd., Brook House, 47
High Street, Henley in Arden, Warwickshire, B95 5AA, England.
2
Cellet Travel Services, Ltd Contract
7. AGENCY OF RECORD: The PROVIDER shall act as the agency of record of
the TDC for sales representation within Europe.
8. 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 contract. 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.
9. INDEPENDENT CONTRACTOR RELATIONSHIP: The Provider, is and shall
be, in the performance of all works, services, and activities under this contract, 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 and/or as agent for the County in any promise, contract, or
representation other than specifically provided for in this contract. 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.
10. 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
contract which must be approved in writing by the County. No modification shall become
effective without written approval of County.
11. 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.
12. INSURANCE: The PROVIDER shall carry during the term of this contract
general liability insurance, including bodily injury and property loss damage to cover all claims,
demands or actions by any person or entity in anyway arising from the services provided.
Such liability insurance shall be in an amount not less than $1,000,000.00. Monroe County
shall be named as additional insured under the insurance policy and such insurance shall be
primary and non contributing with any insurance carried by the County. The PROVIDER shall
furnish the County with a certificate evidencing the insurance required by this paragraph upon
the signing of this contract.
3
Cellet Travel Services, Ltd Contract
13. 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 contract or otherwise
related to activity conducted in the furtherance of this contract 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 contract
and will cooperate with the County in the investigation arising as a result of any suit, claim or
action related to this contract.
14. 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.
15. TAXES: The County's exempt from Federal, Excise and State of Florida Sales
Tax.
16. FINANCE CHARGES: The County will not be responsible for any finance
charges.
17. 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.
18. 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
contract. 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.
19. 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
4
Cellet 'Travel Services, Ltd Contract
obtaining the written consent of the County. In the event of such consent, this contract shall
be binding upon the Provider's successors and assigns.
20. 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.
21. 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.
22. 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.
23. 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.
24. 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.
25. NOTICE: Any notice required or permitted under this contract shall be in writing
and hand-delivered or mailed, postage prepaid by certified mail, return receipt requested, to
the other party as follows:
For Provider :
Ms. Stella Clery-Ackland
Cellet Travel Services, Ltd.
Brook House
47 High Street
Henley in Arden
Warwickshire
England, B95 5AA
For Monroe County TDC:
Ms. Lynda Stuart
1201 White Street
Suite 102
Key West, FL 33040
5
,CelletTravel Services, Ltd Contract
County shall give notice to Provider of any meetings on which is an agenda item pertaining to
Providers contract. Said notice shall be given so that Provider has ample time to make travel
arrangements for an Executive Board member to attend the meeting.
26. TERMINATION: Either party shall have the right to cancel this contract at its
sole discretion with or without cause upon sixty (60) 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.
27. 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 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.
28. APPROVALS AND CHANGES OF SPECIFICATIONS OF SERVICES: The TOC
shall have the sole and exclusive right to approve, modify, reject, or cancel any and all plans,
proposals, submissions and other work in process, in which event the TOC's directions shall
be immediately implemented. However, nothing in this contract shall be construed as
requiring the Provider to violate any contractual commitments to vendors contracted on TOC's
behalf. All contractual commitments to contracted vendors require the TOC's prior written
approval. The County shall only be liable for charges approved in writing prior to the
PROVIDER's entering into such contractual commitment.
The performance of all services between Provider as described and otherwise provided
under this contract will be in full cooperation with and under the direct supervision of the TOC.
Whenever approval is required from the TOC, said approval shall be from the TDC Marketing
Oirector or TOC Director of Sales, according to TDC policy.
29. EXCLUSIVE REPRESENTATION: The Provider agrees that it will not
represent any private resort or attraction within Monroe County or any other municipal or
County destination in Florida, without prior approval in writing from the TDC. Provider shall act
at all times herein as independent contractor, and nothing contained herein shall be construed
to create the relation of principal and agent or employer and employee, between TOC/County
and Provider.
30. APPLICABLE LAW; VENUE: This contract shall be governed by and
construed according to the laws of the State of Florida and all actions brought under or
pursuant to this contract shall be brought in a court of competent jurisdiction in Monroe
County, Florida.
31. OWNERSHIP: All work performed under the contract shall be the property
of the TDC and COUNTY, for whatever use and/or disposition the TDC and County may deem
appropriate. Such property shall include: a) all plans, documents and recommendations; b) All
manuscripts, copy, graphics, and videotapes. The TOC and County shall have the full right to
6
Cellet Travel Services, Ltd Contract
reproduce and/or use any products derived from the contractor's work under the contract
without payment of any royalties, or fees.
32. FULL CONTRACT: This writing embodies the entire contract and understanding
between the parties hereto, and there are not other contracts/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 and/or change to this contract
shall be in writing recommended by the TDC and approved by the County and signed by both
parties.
33. 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 contract the day and year first above
written. __
(SEA4)~>. .~
Attest: \ '
DANNY L. KOLHAGE, Clerk
Monroe County Board of County
Commissioners
~~
#~(~
Mayo. Chairman
(SEAL)
Attest:
Cellet Travel Services, Ltd.
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By:
President
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Su NALLIANCE
"CERTIFICATE OF EMPLOYERS' LIABILITY INSURANCE (a)
(Where required by regulation 5 of the Employers' Uability (Compulsory Insurance) Regulations 1998
(the Regulations), one or more copies of this certificate must be displayed at each place of business at which
the policy holder employs persons covered by the policy)
Policy No
Reference No
K2-REXB50776
D21-HG-DY6485 F
1.
Cellet Travel Services Ltd
05 APR 2004
Name of policy holder.
Date of commencement
of insurance policy.
Date of expiry of
insurance policy.
We hereby certify that subject to paragraph 2:-
2.
3.
05 APR 2005
1. the policy to which this certificate relates satisfies the requirements of the relevant law applicable
in Great Britain, Northern Ireland, the Isle of Man, the Island of Jersey, the Island of Guernsey
and the Island of Alderney (b); and
2. (a) the minimum amount of cover provided by this policy is no less than f5 million (c).
Signed on behalf of Royal & Sun Alliance Insurance pic (Authorised Insurer)
~fV\.g~
D M BOYLE
Chief Executive Officer UK
Notes
(a) Where the employer is a company to which regulation 3(2) of the Regulations applies, the certificate
shall state in a prominent place, either that the policy covers the holding company and all its subsidiaries,
or that the policy covers the holding company and all its subsidiaries except any specifically excluded by
name, or that the policy covers the holding company and only the named subsidiaries.
(b) Specify applicable law as provided for in regulation 4(6) of the Regulations.
(c) See regulation 3(1) of the Regulations and delete whichever of paragraphs 2(a) or 2(b) does n~t a 'P,!Y.,., .
Where 2(b) is applicable, specify the amount of cover provided by the relevant policy. " A? ", .
paragraph 2(b) does not apply and is deleted. BY ..' ~ ~
DAf L - ta.15l~
'-l 1'5
N / h ..._f.:'_" t:
WAIVER
fold
fold
YOUR CER TIFICA TE OF EMPLOYERS'
LIABILITY INSURANCE IS A7TACHED ABOVE.
THE EMPLOYERS' LIABILITY (COMPULSORY INSURANCE) REGULATIONS 1998 REQUIRE
YOU TO KEEP THIS CER TIFICA TE OR A COpy FOR 40 YEARS.
Please fold as shown and insert the certificate
in the protective cover provided. A copy of the
certificate must be displayed at all places where
you employ persons covered by the policy.
Extra copies of the certificate are available on
request.
Information about your
certificate of Employers'
Liability Insurance
ROYAL*,
SUNALLIAN CE
Cellet Travel Services
47 High Street,
Henley-In-Arden,
Sol ihull
B95 5AA
Royal & Sun Alliance Insurance pic
Small Business Team
Colmore Gate
2-8 Colmore Row
Birmingham
B3 2BT
Z' 0845 300 4005
Fax 08453004002
Policyholder
Policy number
Cellet Travel Services Ltd
K2-REXB50776
Please use this number
if you contact us
Thank you for renewing your Offices policy for another year
Your certificate is overleaf
This is your proof of Insurance. Full details are in your Policy Wording and
Schedule.
A copy of the certificate must be displayed at all places where you employ persons
covered by the policy. Extra copies of the certificate are available on request.
If your policy is cancelled you must send this certificate back to us straight away but
keep a copy. Any refund of your premium will be calculated from the date we
receive this certificate.
Your responsibilities
These include :
. checking that the policy holder name is correct on the certificate by naming each
subsidiary company covered or stating that all subsidiary companies are covered,
naming any specifically excluded
· advising us of subsidiary companies that you wish us to consider adding or which
are no longer to be covered and should be deleted
· arranging for separate cover in respect of associated companies
· advising us of a change of name or interest
· advising us of takeovers of or mergers with other companies
· advising us of a new location or locations
Any changes might affect your cover and a new certificate may be required. If in
doubt contact your local Royal & Sun Alliance office or your usual insurance
adviser.
Questions about
vnur rprtifir/1tp
If you require information on any part of this certificate, please get in touch.
You can phone. write or call at Pinnock Bell Ltd, Granton House, 27 Queens Rd,
r.OVFmtn, r.\/1 ':l~~