DiaMonde Agreement
DIA MONDE
BY NATASA MANIC
SALES I MARKETING PROMOTION I REPRESENTATION
FOR LUXURY RETREATS WORLDWIDE
REPRESENTATION AGREEMENT
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This is a representation agreement for Collier County, hereinafter referred to
as THE CLIENT OR COUNTY prepared by DiaMonde e.K., hereinafter referred to
as the CONTRACTOR, a registered company in Stuttgart, Germany,
registration number HRA 722594 and tax ID number DE222067856, for the
representation of THE CLIENT in the German-speaking and Benelux market
places.
The agreement is aimed at generating more awareness and business from
above mentioned market places place for THE CLIENT. Main feeder countries
include Germany, Switzerland, Austria and the Benelux.
Activities will be executed according to the attached marketing plan and its
budget.
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LIAISON and REPORTING
L1ASON
DiaMonde will coordinate directly with the assigned members of staff within
THE CLIENT head office.
REPORTING
Monthly reports will be submitted to the Executive Director by the 10th of the
following month, outlining activities per country with future activity projections
and market overviews.
FEES and EXPENSES
The retainer fee for activities for THE CLIENT is agreed at US$8,500 per month
commencing October 1, 2008. The annual cost of this agreement shall not
exceed US$190,OOO including US$102,000 in daily fees for service and
US$88,OOO in travel expenses. Additional expenditures must be authorized by
Collier County by change order to this agreement.
Administrative and office cost are included in the above mentioned fee. This
will include cost of communication, stationery, daily postage and printing for
the sales office as well as cost of travel by car/train in Germany, Austria and
Switzerland for regular sales calls to agents and operators. It does not include
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any airfares or any travel outside of the agreed sales calls travel schedule
which is attached. The retainer representation cost has been agreed at the
following exchange rate: 1 Euro = 1.60 US Dollar
Should the exchange rate fluctuate by more than 10%, the retainer fee will be
re-negotiated.
Cost of travel and entertainment will be billed separately to the fees in
arrears, after previous approval from the Executive Director. Travel cost for
attendance at trade shows, road shows or any other specific events for THE
CLIENT will be billed separately to the fees in arrears, after previous approval
from the Executive Director. A per diem charge applies as follows:
Germany:
Netherlands:
Belgium:
Austria:
Switzerland:
USA:
€24 per day of travel
€39 per day of travel
€42 per day of travel
€36 per day of travel
€48 per day of travel
€54 per day of travel
(official German per diem rates for travel)
Mileage will be reimbursed at rate of US$ 0.585 per mile. Sales agent functions
to be billed separately, as required and will be extra to the fees above and
billed separately, only with agreement from THE CLIENT.
Co-op promotion fund costs will be invoiced independently of fees and other
expenses and should not be incurred without prior approval.
TERMS
Once the agreement has been made, it shall subsist for a minimum of one
year. This agreement may be renewed for three (3) additional one (1) year
renewals. Fees and expenses will be negotiated at the time of renewal.
Payment of retainer fee shall be made for each month in advance upon
receipt of invoice. Travel expenses will be reimbursed in accordance with
chapter 218 Florida Statutes, also known as the "Local Government Prompt
Payment Act", upon receipt of a proper invoice.
Payment shall be made by wire transfer, whereby the wire transfer charge is
to be split between both parties in equal amounts.
Any termination of this agreement shall be without prejudice to any
outstanding liabilities accrued or arising under this agreement. In the event of
cancellation, fees shall accrue on a daily basis up to the termination of the
period of notice.
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Payment is due in accordance with Chapter 218, Florida Statutes. This
agreement shall commence upon execution of this agreement and
terminate on September 30, 2010. The County may, at its discretion and with
the consent of the Contractor, extend the Agreement under all of the terms
and conditions contained in this Agreement for three (3) additional one (1)
year periods. The County shall give the Contractor written notice of the
County's intention to extend the Agreement term not less than ten (10) days
prior to the end of the Agreement term then in effect.
Invoicing - The purchase order number must be referenced on each invoice.
If this number does not appear or is omitted, invoice will be returned to the
vendor. Billing problems/concerns should be directed to the Purchasing
Department, Purchasing Building, 3301 Tamiami Trail East, Naples, Florida
34412. Payment will be made upon receipt of a proper invoice with
appropriate backup.
Partnership - Nothing herein contained shall create or be construed as
creating a Partnership between the County and the Contractor or to
constitute the contractor as an agent of the County.
No Improper Use - The Contractor will not use, nor suffer or permit any person
to use in any manner whatsoever, county facilities for any improper, immoral
or offensive purpose, or for any purpose in violation of any federal, state,
county or municipal ordinance, rule, order or regulation, or of any
governmental rule or regulation now in effect or thereafter enacted or
adopted. In the event of such violation by the Contractor or if the County or
its authorized representative shall deem any conduct on the part of the
Contractor to be objectionable or improper, the County shall have the right
to suspend the contract of the Contractor. Should the Contractor fail to
correct any such violation, conduct, or practice to the satisfaction of the
County within twenty-four (24) hours after receiving notice of such violation,
conduct or practice, such suspension to continue until the violation is cured.
The Contractor further agrees not to commence operation during the
suspension period until the violation has been corrected to the satisfaction of
the County.
Prohibition of Gifts - No organization or individual shall offer or give, either
directly or indirectly, any favour, gift, loan, fee, service or other item of value
to any County employee, as set forth in Chapter 112, Part III, Florida Statutes,
Collier County Ethics Ordinance No. 2004-05, and County Administrative
Procedure 5311. Violation of this provision may result in one or more of the
following consequences: a. Prohibition by the individual, firm, and/or any
employee of the firm from contact with County staff for a specified period of
time; b. Prohibition by the individual and/or firm from doing business with the
County for a specified period of time, including but not limited to: submitting
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bids, RFP, and/or quotes; and, c. immediate termination of any contract held
by the individual and/or firm for cause.
Termination - Should the Contractor be found to have failed to perform his
services in a manner satisfactory to the County as per this Agreement, the
County may terminate said agreement immediately for cause; further the
County may terminate this Agreement for convenience with a seven (7) day
written notice. The County shall be sole judge of non-performance. The
Contractor may terminate with a written three months notice.
Notices - All notices from the County to the Contractor shall be deemed duly
served if mailed or faxed to the Contractor at the following address:
DiaMonde e.K.
Calwer Str. 1 9
70173 Stuttgart
Germany
Attn: Natasa Manic
All Notices from the Contractor to the County shall be deemed duly served if
mailed or faxed to the County to:
Collier County Government Center
Purchasing Department - Purchasing Building
3301 Tamiami Trail, East
Naples, Florida 34112
Attn: Steve Carnell
The Contractor and the County may change the above mailing address at
any time upon giving the other party written notification. All notices under this
Service Agreement must be in writing.
Indemnification - To the maximum extent permitted by Florida law, the
Contractor or consultant shall indemnify and hold harmless Collier County, its
officers and employees from any and all liabilities, damages, losses and costs,
including, but not limited to, reasonable attorney's fees and paralegals' fees,
to the extent caused by the negligence, recklessness, or intentionally wrongful
conduct of Contractor or Consultant or anyone employed or utilized by the
Contract or Consultant in the performance of this Agreement. This
indemnification obligation shall not be construed to negate, abridge or
reduce any other rights or remedies which otherwise may be available to an
indemnified party or person described in this paragraph.
This section does not pertain to any incident arising from the sole negligence
of Collier County.
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Subject to Appropriation - It is further understood and agreed by and
between the parties herein that this agreement is subject to appropriation by
the Board of County Commissioners.
Insurance - The Contractor shall provide insurance as follows:
General Liability coverage in limits of US$500,OOO per occurrence for bodily
injury and property damage written under a policy form which is substantially
equivalent to the latest Insurance Services Office (United States) form.
Venue shall be Collier County, Florida.
CONTRACTOR:
Two witnesses:
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Date: 5'~ 23 ( 20 of:
Owner:
ATTEST:
Board of County Commissioners of
Collier County Florida
By:
.1
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Roland Sitzler, Arnold-Cahn-Weg 9, 70374 Stuttgart
DIAMONDE
Calwer Str. 19
70173 Stuttgart
Dear Ms Manic,
SIGNAL IDUNA Generalagentur
Roland Sitzler
Arnold-Cahn-Weg 9
70374 Stuttgart
Tel.
Mobil
Fax
e-mail
0711/5360131
0172/7200444
0711/5302782
rola nd, sltzler@signal-iduna.net
24,09~2008
We herewith confirm that the above mentioned insurance number covers an existing
public liability insurance for your company~
The limits of liability constitutes for
Kind~d!,t
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RQlafl. jef S,itzZ '
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body insury
property damage
financial loss
€ 2,000~OOO
€ 1.000.000
€ 100.000