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11/09/1999 Agreement Clerk of 1IIe Circul coun Danny L Kolhage Memnrandum To: Lynda Stuart, OffICe Manager Tourist Development Council From: Isabel C. DeSantis, Deputy Clerk '-9. C. [)-. Date: Wednesday, January 12, 2000 At the BOCC meeting on November 9, 1999, the Board granted approval and authorized execution of an Agreement between Monroe County and Ameurop Travel Service to provide a multilingual tourist assistance service for the Florida Keys. Attached are two (2) fully executed duplicate originals for your handling. Should you have any questions concerning the above, please do not hesitate to contact this office. Enclosures - (2) cc: Finance, c/o Kim Hanna County Attorney ~e AGREEMENT THIS AGREEMENT is entered into this 'JT.!l day of /Vo l/ . , 199J by and between the BOARD OF COUNTY COMMISSIONERS, Monroe County, Florida, hereinafter referred to as the COUNTY and Ameurop Travel Service, hereinafter referred to as FIRM; WITNESSETH WHEREAS, FIRM is qualified to provide multilingual tourist assistance service for the Florida Keys, and; WHEREAS, the Monroe County Tourist Development Council (TDC) has recommended this contract be entered into to provide a multilingual tourist assistance service for the Florida Keys, and; WHEREAS, the COUNTY wishes to enter into this Agreement for a multilingual tourist assistance services with the FIRM, NOW AND THEREFORE, the parties hereto, for the consideration hereinafter set forth, mutually agree as follows: 1. TERM: The term of this Agreement is for a period of thirty-six (36) months commencing December 1, 1999 and terminating November 30, 2002 with one (1) option to extend for a two (2) year period. SCOPE OF SERVICES: The FIRM shall provide tourist assistance services described in detail in Exhibit A, an attachment to this document, which Exhibit is incorporated herein by reference. MONTHLY REPORTS The FIRM shall provide to TDC 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 each month. Monthly reports shall show, at a minimum, dates, names, and addresses of the tourist assisted. Amount of Agreement/payment: The FIRM's 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 BOCC. 5. Termination: The contract can be terminated by either party without cause with 60 days notice. SOCC may terminate immediately for cause pursuant to paragraph 8, below. If not otherwise terminated, the contract shall end on November 30, 2002. 6. Accounting: Records of Ameurop Travel Service pertaining to this project shall be kept on generally recognized accounting principals, acceptable to Monroe County, and shall be available to the BOCC or to an authorized representative for audit. 7. Modification: Additions to, modification to or deletions from the provisions set forth in this contract shall be effective only in writing and approved by BOCC. 2. 0 If) W eJ 0:: .- ..:; ..J 0 A ~ '" u ' ~,.: u.J E ..J(.).... 0:: o ox :s::~::;) 0::: N .uo C -l .U ... - >-~w c :I %..Jo W '"'") :l(.)~ -I C) . 0 - C x: LA- C) 8. Breach of Services: The parties agree to full performance of the covenants contained in this contract, and the BOCC reserves the right at its discretion, provided such breach is material, to terminate the services provided in this contract for any misfeasance, malfeasance, or nonperformance of the contract terms or negligent performance of the contract terms by Ameurop Travel Service 9. Indemnification and Hold Harmless: Ameurop Travel Service agrees to indemnify and hold Monroe County and the Monroe County Tourist Development Council harmless for any and all claims, liability, losses and causes of action which may arise out of its fulfillment of the agreement. It agrees to pay all claims and losses, including related court costs, and shall defend all suits filed due to the negligent acts, errors or omissions of Ameurop Travel Service employees and/or agents. 10. Taxes: The BOCC and TDC are exempt from Federal Excise and State Florida Sales Tax. 11. Finances Charges: The BOCC and TDC will not be responsible for any finance charges. 12. Relation of BOCCfTDC: It is the intent of the parties hereto that Ameurop Travel Service shall be legally considered as an independent contractor and that neither it nor its employees or agents shall, under any circumstance, be considered servants or agents of the BOCC and TDC shall at no time be legally responsible for any negligence on the part of said successful proposer, its employees or agents, resulting in either bodily or personal injury or property damage to any individual, firm, or corporation. 13 Disclosure: Ameurop Travel Service shall be required to list any or all potential conflicts of interest, as defined by Florida Statute 112 and Monroe County Ethics Ordinance. Ameurop Travel Service shall disclose all actual or proposed conflicts of interest, financial or otherwise, direct or indirect, involving any client's interest which may conflict with the interests of the BOCC and TDC. 14. Assignment: Ameurop Travel Service shall not assign, transfer, convey, sublet or otherwise dispose of this proposal, or of any or all of its right, title or interest therein, or his or its power to execute such contract to any person, company or corporation without prior consent of the BOCC and TDC. 15. Compliance with Laws - Nondiscrimination: Ameurop Travel Service shall comply with all federal, state, and local laws and ordinances applicable to the work or payment for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, age or national origin in the performance of work under this Agreement. This Agreement shall be subject to all federal, state, and local laws and ordinances. 16. Force Majeure: Ameurop Travel Service 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 subcontractors or suppliers, including labor dispute, strike, labor shortage, war or act of 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 Ameurop Travel Service has exercised reasonable care in the prevention thereof, and any such delay or failure shall not constitute a breach of this Agreement. 17. Governing LawNenue: This Agreement shall be governed and construed by and in accordance with the laws of the State of Florida and constitutes the entire agreement between the SOCC and TOC and Ameurop Travel Service Venue of any court action filed relative to this agreement shall lie in Monroe County, Florida. 18. Antisolicitation: Ameurop Travel Service 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 TOC has any interest, financially or otherwise in Ameurop Travel Service or its subcontractors. 19. Severability: If any provision of the Agreement shall be held by a Court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, 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 the Agreement shall be valid an enforceable to the fullest extent permitted by law. 20. 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 COUNTY Monroe County TOC 1201 White St., Suite 102 Key West, Florida 33040 FOR CONTRACTOR Ameurop Travel Service 1097 W. Lake Martha Orive N.E. Winter Haven, FL 33881 TOC/County shall give notice to Provider of any meetings that have an agenda item pertaining to Ameurop Travel Service. 21. Ethics Clause: Contractor warrants that he/it has not employed retained or otherwise had act on his/its behalf any former COUNTY office or employee in violation of Section 2 or Ordinance No. 10-1990 or any COUNTY officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of the provision the COUNTY may, at its discretion terminate this contract without liability and may also, at its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commiSSion, percentage, gift, or consideration paid to the former or present COUNTY officer or employee. 22. "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 bid 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." 23. Insurance: The FIRM shall carry during the term of this Agreement 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. The FIRM shall furnish the County with a certificate evidencing the insurance required by this paragraph upon the signing of this Agreement. IN WITNESS WHEREOF, the parties have executed this agreement the day and year first above written. .i). c.. ~~&~~~~I ~t~~\~(JM~ (uo AMEUROP TRAVEL SERVICES r.! 'd -f;t '~O~~N:= COUNTY y~M SS ONERS APPROVED ~GFflCIEN AND Date: Approved as to form and legal sufficiency: EXHIBIT A AMEUROP AGREEMENT SCOPE OF SERVICES 1. Provide multi-lingual tourist assistance (all major languages of the world) regarding all questions or problems a visitor may encounter in the Keys or if the visitor is traveling from or to the 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 Keys or from the 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 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 1-800-771-KEYS) and as many additional operators in case of any emergency situation in the Keys as needed to handle thecalls 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.