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12/15/2004 Agreement Glelt( oflhe GiFel1 GOln Danny L. Kolhage Phone: 292-3550 Fax: 295-3663 Memnrandum To: Lynda Stuart, Offzce Manager Tourist Development Council Attn: Maxine Pacini From: Isabel C. DeSantis" 0 ~ Deputy Clerk ~ Date: Thursday, December 23, 2004 At the BOCC meeting on December 15, 2004, the Board approved the following: Turn Key Events Agreement between Monroe County and Key West Tourist Development Association, Inc. covering Chicken Fest Key West on June 16-19,2005 in an amount not to exceed $33,000, FY 2005 DAC I and DAC II Third Penny Event Resources. Turn Key Events Agreement between Monroe County and Upper Keys Community Pool, Inc. covering the Orange Bowl Swimming Event and Winter Training during December 2005 in an amount not to exceed $30,000, DAC V, FY 2005 Event Resources. Destination Events Agreement between Monroe County and the Islamorada Chamber of Commerce covering the Columbus Day 10K Getaway on October 8, 2005 in an amount not to exceed $5,000, DAC IV, FY 2005 Event Resources. Destination Events Agreement between Monroe County and Hog's Breath Saloon of Key West, Inc. covering the Key West Songwriter's Festival on May 11-15, 2005 in an amount not to exceed $20,000, DAC I, FY 2005, Third Penny Event Resources. Waiving of policies and bid process and authorized execution of a Local Market Report Agreement between Monroe County and Smith Travel Research, Inc. who is the only entity that provides local reporting specific to Monroe County accommodations and provides reports pertaining to occupancy and daily average rates on a weekly, montWy and annual basis to the Monroe County Tourist Development Council. Smith Travel Research also provides national data. The information is provided to the accommodations industry in Monroe County and provides the basis for analytical data base information utilized by the Monroe County Tourist Development Council. Waiving of policies and bid process and authorized execution of a Contract for Multilingual Tourist Assistance Agreement between Monroe County and Ameurop Travel Service who is the only entity that provides multilingual tourist assistance on a 24 hours, 7 ../ days a week, 365 days a year. Ameurop Travel Service provides live assistance through to 1-800-771-KEYS and provides a montWy detailed report. Attached hereto are two (2) duplicate originals of each document above for your handling. Should you have any questions concerning the above, please do not hesitate to contact me at 292-3550. cc: Finance County Attorney File '. ~ ,Iii THIS AGREEMENT, made and entered into this .if:- day of {)iC--' , 2004, A.D., by and between MONROE COUNTY, FLORIDA, (hereinafter called County"), and Ameurop Travel Service, (hereinafter called the "Ameurop Travel Service-). WHEREAS, the County wishes to enter into this agreement with Ameurop Travel Service, so that Ameurop Travel Service will provide a multilingual tourist assistance service for the Florida Keys, NOW THEREFORE, in consideration of the mutual covenants and provisions contained herein, the parties agree as follows: That the parties hereto, for the consideration hereinafter set forth, mutually agree as follow: 1. SCOPE OF WORK The Ameurop Travel Service shall provide multlllnoual tourist assistance services for the County as desaibed below: 1. Provide multi-lingual tourist assistance (all major languages of the world) regarding all questions or problems a visitor may encounter in the Florida Keys or if the visitor is traveling from or to the Florida Keys via toll free 800 lines. 2. The service will be available 24 hours; 7 days a week; 365 days a year. 3. The phones will be answered always live - no recordings. 4. Assistance will be provided in case of medical needs. 5. Assistance will be provided in case of law enforcement needs. 6. language assistance will be provided with business related problems or inquiries (lodging, attractions, restaurants, shopping, etc.). 7. Directions provided to all areas within the Florida Keys or from the Florida Keys to include attractions, hotels, diving or boat charters, restaurants, shops, etc. 8. The calls will have no restrictions in regard to language, duration or origin of the callers location. 9. The Florida Keys 800 assistance number 1-800-771-KEYS _ an Ameurop phone assist owned and registered number will be exclusively used to serve the Florida Keys for the life of the contract and will be accessible throughout the State of Florida. 10. Ameurop phone assist will provide as many additional phone lines (same number 1-800-n1-KEYS) and as many additional operators in Ameurop Travel Service 2004 Multilingual Tourist AssillltJUl(;e 1 ( ( case of any emergency or crisis situation in the Florida Keys as needed to handle the calls live and with no recordings or busy signals. 11. Ameurop phone assist will provide monthly call reports in the same manner as provided so far - listing the callers name, origin, and the reason for the call. In case of emergency situations like hurricanes, the reports will show the number of calls - due to the number of calls as . shown in previous situations- a listing by single name and call will be impossible. The Ameurop Travel Service warrants that it is authorized by law to engage in the performance of the activities herein described, subject to the terms and conditions set forth in these contract documents. Ameurop Travel Service shall at all times exercise independent, professional judgment and shall assume professional responsibility for the services to be provided. Ameurop Travel Service shall provide services using the following standards, as a minimum requirement: I. The Ameurop Travel Service shall maintain adequate staffing levels to provide the services required under the contract. II. The personnel shall not be employees of or have any contractual relationship with the County. [IF APPROPRIATE: To the extent that Ameurop Travel Service uses subcontrador's or independent Contrador's, this contract specifically requires that the level of independence normally exercised by such subcontractor's and independent contrador's be curtailed and that they be supervised by the Ameurop Travel Service.] III. All personnel engaged in performing services under this contract shall be fully qualified, and, if required, to be authorized or permitted under State and local law to perform such services. 2. MO~THL Y REPORTS Ameurop Travel Services shall provide to TOC Administrative Office, 1201 White Street, Suite 102, Key West, Florida, monthly reports and documentation of results of services every month, within twenty days of the end of the month. Monthly reports shall show, at a minimum, dates, names, and addresses of the tourist assisted. 3. COMPENSATION Ameurop Travel Services fee shall be Eighteen Thousand Dollars ($18,000.00) per year as specified which shall be paid in monthly installments after proof that service has been provided. Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the SOCC. Ameurop Travel Service 2004 Multilingual Tourist A$Sj!lltm1(:e 2 I ( ( 3. TERM OF CO~RACT The term of this contrad is for three years, commencing on the 1- day of December, 2004, and ending on the 30th day of November, 2007, with an option to extend for an additional~(2)yearperiod. ~URQe TRAVEL SERVICE'S ACCEPTANCE OF CONOITIO~S A. The Ameurop Travel Service hereby agrees to carefully examine the specifications for which the Ameurop Travel Service shall provide services and assumes full responsibility therefore. The provisions of the Contract shall control any inconsistent proviSions contained in the specifications. Under no circumstances, conditions, or situations shall this contrad be more strongly construed against the County than against the Ameurop Travel Service. B. Any ambiguity or uncertafnty in the specifications shall be interpreted and construed by the TOC and County, and the County's decision shall be final and binding upon all parties. C. The passing, approval, and/or acceptance by the TOC or County of any of the services funished by the Ameurop Travef Service shall not operate as a waiver by the County of strid compliance with the terms of this Contrad, and specifications covering the services. Failure on the part of the Ameurop Travel Service, immediately after Notice to Corred shall entitle the County, if it sees fit, to correct the same and recover the reasonable cost of such replacement and/or repair from the Ameurop Travef Service, who in any event shall be jointly and severally liable to the County for all damage, loss, and D. Expense caused to the County by reason of the Ameurop Travel Services breach of this Contract and/or his failure to comply strictly and in all things with this Contrad and with the specifications. E. The Ameurop Travel Service has, and shall maintain throughout the term of this contract. appropriate licenses and approvals required to COndud its business, and that it will at all times conduct its business adivities in a reputabfe manner. Proof of such licenses and approvals shall be submitted to the County upon request. 5. AMEUROP TRAVEL SERVICE'S FINANCIAL RECORQS Ameurop Travel Service 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 and audit purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to Ameurop Travel Service pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Ameurop Travel Service shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to Ameurop Travel Service. Ameurop Travel Service 2004 Multilingual Tourist AMi!lltaqce 3 ( ( 6. PUBLIC ACCESS The County and Ameurop Travel Service shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Ameurop Travel Service in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Ameurop Travel Service. 7. HO~O HARMLESS The Ameurop Travel Service covenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners and the TOC from any and all claims for bodily injury (including death), personal injury, and property damage (including property owned by Monroe County) and any other losses, damages, and expenses (including attorney's fees) which arise out of, in connedion with, or by reason of services provided by the Ameurop Travel Service or any of its Subcontrador(s} in any tier, occasioned by the negligence, errors, or other wrongful act of omission of the Ameurop Travel Service or its Subcontradors in any tier, their employees, or agents. The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements contained elsewhere within this agreement. 8. INDEPENOENTCONTRACTOR At all times and for all purposes under this agreement the Ameurop Travel Service is an independent Ameurop Travel Service and not an employee of the Board of County Commissioners of Monroe County. No statement contained in this agreement shall be construed so as to find the Arneurop Travel Service or any of his employees, contrador's, servants, or &gents to be employees of the Board of County Commissioners of Monroe County. 9. NONDISCRIMINATION County and Ameurop Travel Service agree that there will be no disaimination against any person, and it is expressly understOod that upon a determination by a court of competent jurisdidion that discrimination has occurred, this Agreement automatically terminates without any further adion on the part of any party, effective the date of the court order. County or Ameurop Travel Service agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to ondiSCrimination. These include but are not limited to: 1} ntle VI of the Civil Rights Ad of 1964 (PL 88- 352) which prohibits discrimination on the basis of race, color or national origin; 2) ntle IX of the Educatioo Amendment of 1972, as amended (20 USC ss. 1681 _ 1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Sedion 504 of the Rehabilitation Ad of 1973, as amended (20 USCs.794), which prohibits diSCrimination on the basis of handicaps; 4) The Age Discrimination Ad of 1975, as amended (42 USC ss. 6101 - 6107) which prohibits diSCrimination on the basis of age; 5) The Drug Abuse Ameurop Travel Service 2004 Multilingual Tourist Assi!lt~ 4 ( ( Office and Treatment Ad of 1972 (PL 92-255), as amended, relating to nondisaimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Ad of 1970 (PL 91-816), as amended, relating to nondisaimination on then basis of alcohol abuse or alcoholism; 7) The Public Health Service Ad of 1912, ss. 523 and 527 (42 USC ss. 69Odd-3 and 290ee-3), as amended, relating to COnfidentiatity of alcohol and drug abuse patent 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 of financing of housing; 9) The Americans with Oisabilities Ad of 1990 (42 USC's 1201 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13, Art. VI, prohibiting diScrimination on the bases of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11) Any other nondiscrimination prOviSions in any Federal or state statutes which may apply to the parties, to, or the subjad matter of, this Agreement. 10. ASSIGNMENT/SUBCONTRACT The Ameurop Travel Service shaff not assign or subcontract its obligations under this agreement, except in writing and with the prior written approval of the Board of COUnty Commissioners of Monroe County and Ameurop Travel Service, which approval shall be subjad to such conditions and proviSions as the Board may deem necessary and pursuant to the recommendation of the County Court Administrative Judge. This paragraph shalf be incorporated by reference into any assignment or subcontrad and any assignee or subcontractor shall comply with all of the provisions of this agreement. Unless expressly provided for therein, such approval shall in no manner or event be deemed to impose any additional obligation upon the board. 11. COMPLIANCE WITH LAW In Providing all services/gOOds pursuant to this agreement, the Ameurop Travel Service shaff abide by aff statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effad and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shaff constitute a material breach of this agreement and shalf entitle the Board to terminate this contract immediately upon delivery of written notice of termination to the Ameurop Travel Service. The Ameurop Travel Service shaff possess proper licenses to perform work in accordance with these Specifications throughout the term of this contrad. 12. DISCLOSURE ANO CONFLICT OF INTEREST The Ameurop Travel Service represents that it, its diredors, principles and employees, presentfy have no interest and shalf acquire no interest, either direct or indired, which would conflid in any manner with the performance of services required by this centrad, as provided in Sed. 112.311, et. seq., Florida Statutes. County agrees that officers and employees of the County recognize and will be required to comply with the standards of condud for public officers and employees as delineated in Sedion 112.313, Florida Ameurop Travel Service 2004 Muhilingual Tourist Assistance 5 ( ( Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, confliding employment or contractual relationship; and disclosure or use of certain information. Upon execution of this contrad, and thereafter as changes may require, the Ameurop Travel Service shall notify the County of any financial interest it may have in any and all programs in Monroe County which the Ameurop Travel Service sponsors, endorses, recommends, supervises, or requires for counseling, assistance, evaluation, or treatment. This provision shall apply whether or not such program is required by statute, as a condition of probation, or is provided on a voluntary basis. The County and Ameurop Travel Service warrant that, in resped 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 Ameurop Travel Service agrees that the County 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. 13. ARREA~ The Ameurop Travel Service shall not pledge the County's credit or make it a guarantor of payment or surety for any contract, debt, obligation, judgment, lien, or any form of indebtedness. The Ameurop Travel Service further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this centrad. 14. NOTICE REQUIREMENT Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY: Suzanne Hutton, Assistant County Attorney PO Box 1026 Key West, Fl. 33041-1026 FOR AMEUROP TRAVEL SERVICE: Mr. Henry Schrada Chief Executive Officer Ameurop Travel Service 1097 W. lake Martha Drive N. E. Winter Haven, FL 33881 Ameurop Travel Service 2004 Multilingual Tourist Assi!lf:mce 6 ( FOR TOC: Harold Wheeler 1201 White Street, Suite 102 Key West, FL 33040 15. TAXES The County is exempt from payment of Florida State Sales and Use taxes. The Ameurop Travel Service shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this contract, nor is the Ameurop Travel Service authorized to use the County's Tax Exemption Number in securing such materials. The Ameurop Travel Service shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this agreement. 16. T~FU.1INATION A The County may terminate this contract for cause with seven (7) days notice to the Ameurop Travel Service. Cause shall constitute a breach of the obligations of the Ameurop Travel Service to perform the services enumerated as the Ameurop Travel Services obligations under this contrad. B. Either of the parties hereto may terminate this contract without cause by giving the other party sixty (60) days written notice of its intention to do so. .17. GOVERNING LAW. VENUE. INTERPRETATION. COSTS. AND FEes A. 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. B. In the event that any cause of adion or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Ameurop Travel Services agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. C. The County and Ameurop Travel Service agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. O. Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be dectared invalid or unenforceable to any extent by a court of competent jurisdidion, the remaining terms, covenants, conditions and provisions of this Agreement, shafl not be affeded 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, Ameurop Travel Service 2004 Mulhli~ Tourist Assillttsmce 7 ( ( conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Ameurop Travel Service 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. E. Attorney's Fees and Costs. The County and Ameurop Travel Service agree that in the event any cause of adion or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entiUed 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. 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. F. Adjudication of Oisputes or Disagreements. County and AMEUROP TRAVEL SERVICE agree that all disputes and disagreements shaff be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within 30 days after the first meet and confer session, the issue or issues shaff be discussed at a public meeting of the Board of County Commissioners. 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. G. Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the famation, execution,perfonnance, or breach of this Agreement, County and AMEUROP TRAVEL SERVICE 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. County and AMEUROP TRAVEL SERVICE specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 18. BINDING EFFECT The terms, covenants, conditions, and provisions of this Agreement shall bind and inure to the benefit of the County and AMEUROP TRAVEL SERVICE and .their respedive legal representatives, successors, and assigns. 19. 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 County and corporate adion, as required by law. Ameurop Travel Service 2004 Multiliogual Tourist Assia:roce 8 ( ( 20. CLAI~SEOR FEDERAL OR STATE AID AMEUROP TRAVEL SERVICE and County agree that each shall be, and is, empowered to apply for, seek, and obtain federal and state funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals, and funding solicitations shall be approved by each party prior to submission. ~1. PRIVILEGES A~O IMMUNITIES All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the County, when performing their respective fundions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such fundions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the . County. 22. LEGAL OBLIGATIONS AND RESPON~IBILITIE~ Non-Delegation of Constitutional or Statutory Outies. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of adual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further. this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute, and case law. 23. NON-~ELIANCE BY NO~-PARTI~~ 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 County and the Ameurop Travel Service agree that neither the County nor the Ameurop Travel Service 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. 24. ATTESTATIONS Ameurop Travel Service agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement. Ameurop Travel Service 2004 Multili"8ll31 Tourist Assistance 9 ( ( 25. 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 Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subjed to any personal liability or accountability by reason of the execution of this Agreement. 26. 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 singing any such counterpart. 27. INSURANCE Ameurop Travel Service shall carry during the term of this Agreement general liability insurance, including bodily injury and property loss damage to cover all claims, demands or adions 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. Ameurop Travel Service shall furnish the County with a certificate evidencing the insurance required by this paragraph upon the signing of this Agreement. 28. SECTION HEAOINGS Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such Sedion headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. IN WITNESS WHEREOF the parties hereto have executed this Agreement on the day and date first written above in four (4) counterparts, each of which shall, without proof or accounting for the other counterparts, be deemed an original contrad. Monro~ ~ounty Board of Cou~l ;::' . CommIssIoners Pi...; ~j: >n ~.. _...:('-'")~._,. ~ Mayor/Chairman ;:."] ~ ~N~ (J'j .'.;) !~.~v :E: (SEAL) Attest: :,'.> Ameur 10 By: Ameurop Travel SeMce 2004 Multilingual Tourist Assistance