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2009 Tourism Agreement (OMMAC, Ltd) REPRESENTA nON AGREEMENT This is a representation agreement for Collier County Board of County Commissioners, hereafter referred to as the COUNTY and OMMAC, Ltd, a registered company in England and Wales, UK, registration number 04%7240 and tax ID number (V AT) 851351639 hereafter referred to as OMMAC for representation services on behalf of the COUNTY in the United Kingdom and Ireland The purpose of this agreement is to generate more awareness and tourism business from the above mentioned market places for the COUNTY. Activities will be executed in accordance with the agreed upon plan and related budget. LIAISON AND REPORTING LIAISON OMMAC, Ltd. will coordinate directly with the assigned members of staff within the COUNTY's Tourism Department office in Naples, Florida that operates as the Naples, Marco Island, Everglades Convention & Visitors Bureau (CVB). REPORTING Monthly reports will be submitted to the CVB Executive Director by the 10th of the month following the activity outlining activities per country with future activities projected and market overviews. FEES AND EXPENSES The retainer fee for activities for The COUNTY is agreed at US $10,000 per month commencing October 1, 2008 through September 30, 2009 and shall by billed quarterly in advance by OMMAC. The annual cost of this agreement shall not exceed US $200,000 including US $120,000 in service fees (retainer) and $80,000 in travel and other related expenses. Additional expenditures must be authorized by the COUNTY by written Change Order to this agreement executed by the parties. Administrative and office costs are included in the above mentioned retainer fee - these costs will include: stationery; insurance and rent for the sales office. The retainer fee does not include the cost of: communication; postage / mailings related to the promotion of the COUNTY; travel by car, train, or air for regular sales calls to agents and operators, educational trips and trade shows as agreed in the marketing plan attached to this agreement or by the Executive Director. The retainer fee does not include the cost of airfares or any travel in addition to the agreed upon sales calls activity in the marketing plan attached to this agreement. The retainer fee is agreed to at the exchange rate of I BP = $1.65 US. Should the exchange rate fluctuate more than 10% in any given quarter, the retainer fee will be renegotiated commencing the next quarter. The cost of travel, entertainment, conversion fees, wire fees and any other bank related charges for conversion of US dollars to GB pounds will be billed separately to the retainer fees in arrears, after approval by the Executive Director at the then current exchange rate on the date of invoice. The travel and additional expenses invoice will be converted into US dollars and paid in US dollars. SERVICES 1. OMMAC and the COUNTY through the Naples, Marco Island, Everglades Convention & Visitors Bureau (CVB) shall develop a joint marketing plan. Adjustments to that plan and budget shall be made upon consent in writing by each of the parties to this agreement. 2. The following activities shall be performed by OMMAC on behalf of the COUNTY as a part of this agreement: a. Participate in trade shows and events in the UK and Ireland. b. Create and distribute regular communication and destination updates to tour operators, travel agents and media c. Participate in and conduct familiarization trips as needed to Collier COWlty for travel trade and media representatives. d. Organize and conduct training programs and sales calls to travel trade in the UK and Ireland e. Assist CVB and its marketing partners and agencies with trade and consumer promotions and all UK and Ireland advertising activities and co- operative programs. f. Represent the CVB at major trades shows in the UK and Ireland such as World Travel Market g. Fulfill requests for destination information from consumers and trade utilizing both UK and Florida mailing facilities h. Manage and forward where appropriate travel trade and media leads to CVB staff. \. Develop and fulfill requests from media for destination information and organize and coordinate with the CVB Public Relations staff periodic familiarization trips for journalists J. Maintain close working relationships with Visit Florida, Travel Industry Association (TIA), Association of British Travel Industry (ABT A) and other tourism trade associations. TERMS 2 Once this 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. The COUNTY shall give OMMAC written notice of the County's intention to extend the Agreement term no less than ten (10) days prior to the end of the Agreement term then in effect. Fees and expenses will be negotiated at the time of renewal. Payment of retainer fee shall be made for each moth in advance upon receipt of OMMAC invoice. Travel expenses will be reimbursed in accordance with Chapter 218, Florida Statutes, also known as the "Local Govemment Prompt Payment Act", upon receipt of a proper invoice and backup. Payment shall be made by wire transfer. 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. Payment is due in accordance with Chanter 218, Florida Statues, also known as the "Local Government Prompt Payment Act" Invoicing: The Purchase Order Number must be referenced on each invoice. If omitted, the invoice will be returned to OMMAC. Billing problems and concerns should be directed to the Tourism Department, 3050 N. Horseshoe Drive, Naples, FL 34104. Payment will be made upon receipt of a proper invoice with appropriate documentation. Partnership: Nothing herein contained shall create or be construed as creating a Partnership between the COUNTY and OMMAC or to constitute OMMAC as an agent of the COUNTY. No Improper Use: OMMAC 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 new in effect or thereafter enacted of adopted. In the event of such violation by OMMAC or if the COUNTY or its authorized representative shall deem any conduct on the part of OMMAC to be objectionable or improper, the COUNTY shall have the right to suspend the contract of OMMAC within twenty four (24) hours after receiving notice of such violation, conduct or practice, such suspension to continue Wltil the violation is cured. OMMAC 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 of give, either directly or indirectly, any favor, 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 COWlty 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 3 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 by not limited to: submitting bids, RFP, and/or quoted; and c. immediate termination of any contact held by the individual and/or firm for cause. Termination: Should OMMAC be found to have failed to perform 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 the sole judge of non-performance. OMMAC may terminate with a written three (3) month notice. Notices: All notices form the COUNTY to OMMAC shall be deemed duly served if mailed or faxed to OMMAC at the following address: OMMAC, Ltd. PO Box 316 West Mailing Kent ME195WQ UK ATTN: Oonagh McCullagh All notices from the COUNTY to OMMAC shall be deemed duly service if mailed or faxed to: Collier County Government Center Purchasing Department- Purchasing Building 330 I Tamiami Trail, East Naples, FL 34112 ATTN: SteveCamell OMMAC and the COUNTY may change the above mailing addresses at any time upon giving the other party written notification. All notices under this agreement must be in writing. Indemnification: To the maximum extent permitted by Florida Law, OMMAC shall indemnify and hold harmless Collier COWlty, 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 OMMAC or anyone employed or utilized by OMAC in the performance of this Agreement. This indemnification obligation shall not be construed to negate, abridge or reduce any other rights of remedies which otherwise may be available to an indemnified party or person described in this paragraph. 4 This section does not pertain to any incident arising from the sole negligence of the COUNTY. Subject to Appropriation: It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Collier County Board of COWlty Commissioners. Conflict of Interest: Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any rnanner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. Venue: Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. Aereement Terms: If any portion of this Agreement is held to be void, invalid, or otherwise unenforceable, in whole or in part, the remaining portion of this Agreement shall remain in effect. Disoute Resolution: Prior to the initiation of any action or proceeding permitted by this Agreement to resolve disputes between the parties, the parties shall make a good faith effort to resolve any such disputes by negotiation. The negotiation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached during negotiations to County for approval. Failing resolution, and prior to the commencement of depositions in any litigation between the parties arising out of this Agreement, the parties shall attempt to resolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by the State of Florida. The mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida, which courts have sole and exclusive jurisdiction on all such matters. 5 Insurance: OMMAC shall provide insurance as follows: General Liability coverage in limils of US $500,000 per occurrence for bodily injury and property damage written under a policy fonn which is substantially equivalent to the latest Insurance Services Office (United States) fOllD. Venue shall be Collier County, Florida Two Witnesses: /'~' ~ /' - " - d__ ,- FITs! ~s 'j5' !\i\f(. Cj~ ~L..e ,_Ttrf Jn~ NaJDC, ~ \luC(.xJ Secorid Witness ~~, 6~ 1YkL.G4e:1'i TypelPrin! Name Date: ~OV~II'\;;t~J.o08 , c "'1,?~Ci-"., .,' Ap;t;ST: @o" ......, '. .' 'k" ~ '~.j . ~, ~, i>~<.'r" :. ,",i-: \.u~~~ " Attesras.~W~eltll""fficiency: ~cEn~~~ CO!l~ yt;l'Gr:'~~/q/OFr Type/Print Name l.-UL' OMMAC By f"I',916"'" M.., OMi44/.t M"~if, tVlA1"A11/"'~61~"- Type or Print Name and Title Owner: Board of County Connnis ioners of ::ei:~Orida om Henning, Cha' 6 Hiscox 25 London Road Sittingbourne Kent ME10 1 PE CERTIFICATE Policy: HU PIB 1478033 (4) f'\'~ HISCOX EMPLOYERS' LIABILITY INSURANCE The certificate below shows that you are insured (i) with an authorised insurer, and (ii) in terms required by the Act for your liability for bodily injury or disease sustained by your employees. The certificate (or any copy) must not be displayed unless the policy has been renewed. Ommac Ltd Branch Address Hiscox Colchester Hiscox House, Sheepen Place Middleborough ColChester C03 3XL 01206 788800 1478033 15/11/09 . Hiscox Insurance Company Ltd Registered in England Number 70234 Registered Office 1 Great St Helen's, london EC3A 6HX Telephone No Policy Number Date of Expiry CERTIFICATEOF.EMPLOYERS' LIABILITY INSURANCE (a) (wnere required by','eguiation5 of the Employers' Liability (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 Number 1478033 1. Name of Policyholder Ommac Ltd Date of Commencement of Insurance policy 16/11/08 3. Date of Expiry of Insurance policy We hereby certify that subject to paiag(aph' 2: I) . 15/11/09 1. The policy to whict) this certificate relates satisfies the reqUirements of the relevant iaw applicable in Great Britain, Northern Ireland, the Isle of Mari, the Island of Jersey, the Island of Guernsey, the Island of Alderney (b): and 2. the minimum amount of cover provided by this policy is no less than E5 million (c). Signed on behalf of Hiscox Insurance Company Ltd ':"', Notes: ~~ t'" ."", ~, .; J '",._ -Jti^ "......~.A 0.()Je 0.'0 WV' -. -~ " (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 aU 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 not apply. Where 2(b) is applicable, specify the amount of cover provided by the relevant policy. WW'N.hiscox.com .~-_._~,--_._---~,~~~- --,-,--_.. --~--..~----~-----~,~-~..