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Backup Documents 09/13/2016 Item #16F10 (OMMAC, Ltd.) ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP ' / r' 10 TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT Tn THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR Si Print on pink paper. Attach to original document. The completed routing slip and original documents are to be forty+.. ___, .+ttorney Office at the time the item is placed on the agenda. All completed routing slips and original documents must be received in tIff a Attorney Office no later than Monday preceding the Board meeting. **NEW** ROUTING SLIP Ce7 Complete routing lines#1 through#2 as appropriate for additional signatures,dates,and/or information needed. If the document is. •..y comp etetil4i ' exception of the Chairman's signature,draw a line through routing lines#1 through#2,complete the checklist,and forward to the . `41tgtney Office. Routed by Procurement Services to the Office Initi, l D0 Following Addressee(s) an routing order) 1. Risk Management Risk 2. County Attorney Office County Attorney Office �031� 3. BCC Office Board of County �F b Commissioners \rF&/ 1. .\4-;\\�, 4. Minutes and Records Clerk of Court's Office 111\ Off�� ZAN\ 5. Return to Procurement Services Procurement Services Division Contact: Lissett De La Rosa PRIMARY CONTACT INFORMATION Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the addressees above,may need to contact staff for additional or missing information. Name of Primary Lissett De La Rosa for Adam Northrup, Phone Number 239-252-6098 Procurement Staff 9/21/16 Contact and Date Agenda Date Item was 9/13/16 Agenda Item Number 16.F.10 Approved by the BCC Type of Document Contract v/ Number of Original 2 Attached Documents Attached PO number or account N/A Solicitation/Contract 16-6611 International number if document is a/ Number/Company Tourism Representation to be recorded Name for the UK/Ireland/ OMMAC,LTD t/ INSTRUCTIONS & CHECKLIST Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not appropriate. (Initial) Applicable) 1. Does the document require the chairman's original signature? LD 2. Does the document need to be sent to another agency for additional signatures? If yes, N/A provide the Contact Information(Name;Agency; Address; Phone)on an attached sheet. 3. Original document has been signed/initialed for legal sufficiency. (All documents to be LD signed by the Chairman,with the exception of most letters,must be reviewed and signed by the Office of the County Attorney. L.1; """"�" 4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A Office and all other parties except the BCC Chairman and the Clerk to the Board 5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A document or the final negotiated contract date whichever is applicable. 6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's LD signature and initials are required. 7. In most cases(some contracts are an exception),the original document and this routing slip AD should be provided to the County Attorney Office at the time the item is input into SIRE. k t F Some documents are time sensitive and require forwarding to Tallahassee within a certain time frame or the BCC's actions are nullified. Be aware of your deadlines! 8. The document was approved by the BCC on the date above and all changes made XXX during the meeting have been incorporated in the attached document. The County Attorney's Office has reviewed the changes,if applicable. 9. Initials of attorney verifying that the attached document is the version approved by the BCC, all changes directed by the BCC have been made, and the document is ready for the 1 Chairman's signature. I:Forms/County Forms/BCC Forms/Original Documents Routing Slip WWS Original 9.03.04,Revised 1.26.05,Revis; 2.24.05• 'evised 11/30/12 16F 1 0 MEMORANDUM Date: October 4, 2016 To: Lissett De La Rosa, Purchasing Technician Purchasing Department From: Ann Jennejohn, Deputy Clerk Minutes & Records Department Re: Contract #16-6611, International Tourism Representation for the UK/Ireland Contractor: OMMAC, LTD Attached for your records is an original copy of the contract referenced above, (Item #16F10) approved by the Board of County Commissioners September 13, 2016. The second original copy will be held in the Minutes and Records Department for the Board's Official Record. If you have any questions, please contact me at 252-8406. Thank you. Attachment 16F10 AGREEMENT 16-6611 for International Tourism Representation (United Kingdom and Ireland) THIS AGREEMENT, made and entered into on this i34day of 32YI,b1 20 , by and between OMMAC Ltd., a registered company in England and Wales, UK, registration number 04967240 and tax ID number (VAT) 851351639; whose business address is Greystones Roughetts Road, West Mailing, Kent, ME19 5XQ, UK, hereinafter called the "Contractor" and Collier County (The Naples, Marco Island, Everglades Convention & Visitors Bureau (CVB), a division of Collier County Florida Government), a political subdivision of the State of Florida, Collier County, Naples, hereinafter called the "County" or "CVB" for international representation services on behalf of the County. WITNESSETH: 1. AGREEMENT TERM. This Agreement shall be for an initial two (2) year period commencing on October 1, 2016, and terminating September 30, 2018, or until all outstanding Purchase Orders issued prior to the expiration of the Agreement period have been completed or terminated. The County may, at its discretion and with the consent of the Contractor, renew the Agreement under all of the terms and conditions contained in this Agreement for two (2) additional two (2) year periods. The County shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. The County Manager, or his designee, may, at his discretion, extend the Agreement under all of the terms and conditions contained in this Agreement for up to one hundred and eighty (180) days. The County Manager, or his designee, shall give the Contractor written notice of the County's intention to extend the Agreement term prior to the end of the Agreement term then in effect. 2. STATEMENT OF WORK. The Contractor shall provide professional services for representing Collier County in the United Kingdom, Ireland and other International locations as designated by the County, in accordance with the terms and conditions of ITB #16-6611 and the Contractor's bid referred to herein and made an integral part of this Agreement, and attached Exhibit A, Scope of Services. This Agreement contains the entire understanding between the parties and any modifications to this Agreement shall be mutually agreed upon in writing by the Contractor and the CVB Executive Director or his designee, in compliance with the Procurement Ordinance, as amended, and Procurement Procedures in effect at the time such services are authorized. Page 1 of 13 Agreement 416-6611"International Tourism Represented o Contractor:OMMA (United Kingdom and Ireland) 1 6 F 1 0 3. THE CONTRACT SUM. The County shall pay the Contractor for the performance of this Agreement a flat annual fixed price of One Hundred and Twenty Thousand US Dollars ($120,000.00) paid in advance monthly installment payments and reimbursable expenses based on the fee schedule set forth in Exhibit B, Fee Schedule, and the price methodology as defined in Section 3.1. Payment will be made upon receipt of a proper invoice and upon approval by the CVB Executive Director or his designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt Payment Act." 3.1 Price Methodology: Lump Sum (Fixed Price): a firm fixed total price offering for a project; the risks are transferred from the County to the contractor; and, as a business practice there are no hourly or material invoices presented, rather, the contractor must perform to the satisfaction of the County's project manager before payment for the fixed price contract is authorized. 3.2 Any County agency may purchase products and services under this Agreement, provided sufficient funds are included in their budget(s). 3.3 Payments will be made for services furnished, delivered, and accepted, upon receipt and approval of invoices submitted on the date of services or within six (6) months after completion of the Agreement. Any untimely submission of invoices beyond the specified deadline period is subject to non-payment under the legal doctrine of "laches" as untimely submitted. Time shall be deemed of the essence with respect to the timely submission of invoices under this Agreement. 4. SALES TAX. Contractor shall pay all sales, consumer, use and other similar taxes associated with the Work or portions thereof, which are applicable during the performance of the Work. Collier County, Florida as a political subdivision of the State of Florida, is exempt from the payment of Florida sales tax to its vendors under Chapter 212, Florida Statutes, Certificate of Exemption # 85-8015966531C-2. 5. 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: OMMAC, Ltd. PO Box 316 West Mailing Kent ME19 5XQ UK ATTN: Oonagh McCullagh All Notices from the Contractor to the County shall be deemed duly served if mailed or faxed to the County to: Page 2 of 13 (� Agreement#16-6611"International Tourism Represcntati 0 Contractor.OMMA (United Kingdom and Ireland) 16F 1 0 Collier County Government Center Procurement Services Division 3327 Tamiami Trail, East Naples, Florida 34112 Attention: Director, Procurement Services Division Telephone: 239-252-8407 Facsimile: 239-252-6480 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 Agreement must be in writing. 6. NO 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. 7. PERMITS: LICENSES: TAXES. In compliance with Section 218.80, F.S., all permits necessary for the prosecution of the Work shall be obtained by the Contractor. The County will not be obligated to pay for any permits obtained by Subcontractors. Payment for all such permits issued by the County shall be processed internally by the County. All non-County permits necessary for the prosecution of the Work shall be procured and paid for by the Contractor. The Contractor shall also be solely responsible for payment of any and all taxes levied on the Contractor. In addition, the Contractor shall comply with all rules, regulations and laws of Collier County, the State of Florida, or the U. S. Government now in force or hereafter adopted. The Contractor agrees to comply with all laws governing the responsibility of an employer with respect to persons employed by the Contractor. 8. 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 hereafter 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 Agreement 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. 9. 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 for cause; further the County may terminate this Agreement for Page 3 of 13 Agreement#16-6611`International Tourism Representation Contractor.0MM (United Kingdom and kola civ, 16F10 convenience with a thirty (30) day written notice. The County shall be sole judge of non- performance. In the event that the County terminates this Agreement, Contractor's recovery against the County shall be limited to that portion of the Agreement Amount earned through the date of termination. The Contractor shall not be entitled to any other or further recovery against the County, including, but not limited to, any damages or any anticipated profit on portions of the services not performed. 10. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as to race, sex, color, creed or national origin. 11. INSURANCE. The Contractor shall provide insurance as follows: A. Commercial General Liability: Coverage shall have minimum limits of $1,000,000 Per Occurrence, $2,000,000 aggregate for Bodily Injury Liability and Property Damage Liability. This shall include Premises and Operations; Independent Contractors; Products and Completed Operations and Contractual Liability. Special Requirements: Collier County Government shall be listed as the Certificate Holder and included as an Additional Insured on the Comprehensive General Liability Policy. Current, valid insurance policies meeting the requirement herein identified shall be maintained by Contractor during the duration of this Agreement. The Contractor shall provide County with certificates of insurance meeting the required insurance provisions. Renewal certificates shall be sent to the County ten (10) days prior to any expiration date. Coverage afforded under the policies will not be canceled or allowed to expire until the greater of: ten (10) days prior written notice, or in accordance with policy provisions. Contractor shall also notify County, in a like manner, within twenty-four (24) hours after receipt, of any notices of expiration, cancellation, non-renewal or material change in coverage or limits received by Contractor from its insurer, and nothing contained herein shall relieve Contractor of this requirement to provide notice. Contractor shall ensure that all subcontractors comply with the same insurance requirements that he is required to meet. 12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the 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 attorneys' fees and paralegals' fees, whether resulting from any claimed breach of this Agreement by Contractor, any statutory or regulatory violations, or from personal injury, property damage, direct or consequential damages, or economic loss, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Contractor or anyone employed or utilized by the Contractor 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. Page 4of13 Agreement#t6-661I"International Tourism Representatio. Contractor OMM (United Kingdom and Irela . 16F10 This section does not pertain to any incident arising from the sole negligence of Collier County. 12.1 The duty to defend under this Article 12 is independent and separate from the duty to indemnify, and the duty to defend exists regardless of any ultimate liability of the Contractor, County and any indemnified party. The duty to defend arises immediately upon presentation of a claim by any party and written notice of such claim being provided to Contractor. Contractor's obligation to indemnify and defend under this Article 12 will survive the expiration or earlier termination of this Agreement until it is determined by final judgment that an action against the County or an indemnified party for the matter indemnified hereunder is fully and finally barred by the applicable statute of limitations. 13. AGREEMENT ADMINISTRATION. This Agreement shall be administered on behalf of the County by the Tourism Division. 14. 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 manner with the performance of services required hereunder. Contractor further represents that no persons having any such interest shall be employed to perform those services. 15. COMPONENT PARTS OF THIS AGREEMENT. This Agreement consists of the following component parts, all of which are as fully a part of the Agreement as if herein set out verbatim: Contractor's Proposal, Insurance Certificate(s), Exhibit A — Scope of Services, Exhibit B — Fee Schedule, RFP #16-6611 Scope of Services and Addendum. 16. 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. 17. PROHIBITION OF GIFTS TO COUNTY EMPLOYEES. No organization or individual shall offer or 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, as amended, 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 bids, RFP, and/or quotes; and, c. immediate termination of any Agreement held by the individual and/or firm for cause. 18. COMPLIANCE WITH LAWS. By executing and entering into this Agreement, the Contractor is formally acknowledging without exception or stipulation that it agrees to comply, at its own expense, with all federal, state and local laws, codes, statutes, ordinances, rules, regulations and requirements applicable to this Agreement, including but not limited to those dealing with the Immigration Reform and Control Act of 1986 as located at 8 U.S.C. 1324, et seq. and regulations relating thereto, as either may be Page 5 of 13 Agreement#16.6611'International Tourism Representatio Contractor:OMMA • (United Kingdom and Ireland) 16F 1 0 amended; taxation, workers' compensation, equal employment and safety (including, but not limited to, the Trench Safety Act, Chapter 553, Florida Statutes, and the Florida Public Records Law Chapter 119, including specifically those contractual requirements at F.S. § 119.0701(2)(a)-(b) as stated as follows: IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: Communication and Customer Relations Division 3299 Tamiami Trail East, Suite 102 Naples, FL 34112-5746 Telephone: (239) 252-8383 The Contractor must specifically comply with the Florida Public Records Law to: 1. Keep and maintain public records required by the public agency to perform the service. 2. Upon request from the public agency's custodian of public records, provide the public agency with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. 3. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the Contractor does not transfer the records to the public agency. 4. Upon completion of the contract, transfer, at no cost, to the public agency all public records in possession of the Contractor or keep and maintain public records required by the public agency to perform the service. If the Contractor transfers all public records to the public agency upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the public agency, upon request from the public agency's custodian of public records, in a format that is compatible with the information technology systems of the public agency. If Contractor observes that the Contract Documents are at variance therewith, it shall promptly notify the County in writing. Failure by the Contractor to comply with the laws referenced herein shall constitute a breach of this Agreement and the County shall have the discretion to unilaterally terminate this Agreement immediately. 19. OFFER EXTENDED TO OTHER GOVERNMENTAL ENTITIES. Collier County encourages and agrees to the successful proposer extending the pricing, terms and Page 6 of 13 Agreement 1016-6611"International Tourism Represent Contractor 0 I (United Kingdom and Irela • 16F10 conditions of this solicitation or resultant Agreement to other governmental entities at the discretion of the successful proposer. 20. AGREEMENT 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. 21. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to this Agreement in compliance with the Procurement Ordinance, as amended, and Procurement Procedures. 22. DISPUTE 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. 23. 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. 24. KEY PERSONNEL. The Contractor's personnel and management to be utilized for this project shall be knowledgeable in their areas of expertise. The County reserves the right to perform investigations as may be deemed necessary to ensure that competent persons will be utilized in the performance of the Agreement. The Contractor shall assign as many people as necessary to complete the services on a timely basis, and each person assigned shall be available for an amount of time adequate to meet the required service dates. The Contractor shall not change Key Personnel unless the following conditions are met: (1) Proposed replacements have substantially the same or better qualifications and/or experience. (2) that the County is notified in writing as far in advance as possible. The Contractor shall make commercially reasonable efforts to notify Collier County within seven (7) days of the change. The County retains final approval of proposed replacement personnel. 25. ORDER OF PRECEDENCE. In the event of any conflict between or among the terms of any of the Contract Documents, the terms of the Request for Proposal (RFP), the Contractor's Proposal, and/or the County's Board approved Executive Summary, this Agreement shall take precedence. Page 7 of 13 Agreement#16-6611"International Tourism Representation Contractor:OMMAC (United Kingdom and Ireland) 16F10 26. ASSIGNMENT. Contractor shall not assign this Agreement or any part thereof, without the prior consent in writing of the County. Any attempt to assign or otherwise transfer this Agreement, or any part herein, without the County's consent, shall be void. If Contractor does, with approval, assign this Agreement or any part thereof, it shall require that its assignee be bound to it and to assume toward Contractor all of the obligations and responsibilities that Contractor has assumed toward the County. 27. SECURITY. The Contractor is required to comply with County Ordinance 2004-52, as amended. Background checks are valid for five (5) years and the Contractor shall be responsible for all associated costs. If required, Contractor shall be responsible for the costs of providing background checks by the Collier County Facilities Management Division for all employees that shall provide services to the County under this Agreement. This may include, but not be limited to, checking federal, state and local law enforcement records, including a state and FBI fingerprint check, credit reports, education, residence and employment verifications and other related records. Contractor shall be required to maintain records on each employee and make them available to the County for at least four (4) years. All of Contractor's employees and subcontractors must wear Collier County Government Identification badges at all times while performing services on County facilities and properties. Contractor ID badges are valid for one (1) year from the date of issuance and can be renewed each year at no cost to the Contractor during the time period in which their background check is valid, as discussed below. All technicians shall have on their shirts the name of the contractor's business. The Contractor shall immediately notify the Collier County Facilities Management Division via e-mail (DL-FMOPS(a�colliergov.net) whenever an employee assigned to Collier County separates from their employment. This notification is critical to ensure the continued security of Collier County facilities and systems. Failure to notify within four (4) hours of separation may result in a deduction of$500 per incident. Page 8 of 13 Agreement*16-6611"International Tourism Representation firb Contractor:OMMAC (United Kingdom and Ireland) 1 6 F 1 0 IN WITNESS WHEREOF, the parties hereto, have each, respectively, by an authorized person or agent, have executed this Agreement on the date and year first written above. BOARD OF COUNTY COMMISSIONERS ATTEST: COLLIE COUNTY, FLORIDA Dwight E. Brock, Clerk of Courts 16.4.... By I—L' ,_. N..,--!--;*7' . P-c 4 By: Donna Fiala, Chairman Dated: AD -itrod, (0 ,,..:' 's L.46•(0,oilman's signature'only., - OMMAC, LTD. Contractor n -- ' , By: First Witness\ i Signature . , , 4‘L, y<,.4t.--1(\ 'CA.;1V.\i—) (Ci,:tettl k 1}1, Cldi H t,k.,I\1 i.-kr4-2.,/iy i 01INC01. t, TType/print witness name? TType/print signature and titlel' ' t Second Witness '4c\ 'Type/print witness nameT pproved as to Form an. Legality: (3geemo • ssistant ounty Attorney r • colleen ilA • (11(e.en --- Print Name — —...„ 1(01-el Item# • - ° AgendaCt—11-1 co Date Date ‘r)— Rec'd 6N A.A . 40.f4-ka I Deputy I II Page 9 of 13 Agrervert kle-e6 I-Nemavoial Toulkm Pm:roam:ion cor...,„Ac United J<Ingdtil and Irtlar4 1 6 F10 Exhibit A— Scope of Work 12-5893 Tourism International Representation Background The Naples, Marco Island, Everglades Convention & Visitors Bureau (CVB), a division of Collier County Florida Government, requires full-time representation services with an experienced International Representation firm. Representation services are desired to support the CVB's efforts to attract visitors to our area. The CVB's brand is relatively new to the International market so the Contractor must maintain and build that brand awareness. Objectives the Contractor is asked to accomplish: a. Increase average length of stay and repeat visitation from the assigned region; b. Increase the number of hotel room nights from the assigned markets; c. Grow the number of CVB partners listed in tour operator catalogs and on line programs in the assigned region; d. Grow the number of visitors and their spending from the markets represented; and e. Grow the use of social media channels to interact with our destination. Services requested from the Contractor are for sales, public relations, trade shows, travel industry training, promotions, social media and other services required to showcase the tourism attributes of the Naples, Marco Island, Everglades area of Florida. The required services are outlined in the scope below. All Tasks listed must be completed at a minimum of once per month unless otherwise indicated. 1. Develop an annual joint marketing plan that is implemented monthly for all services covered under the Agreement. 2. Coordination of Public Relations efforts with in-country media. 3. Social media services related to in-country communications with trade and consumers. 4. Dedicated phone, fax and e-mail address for the Naples, Marco Island, Everglades CVB. 5. Translation services as required. 6. Contract and maintain storage inventory and distribution services as necessary. Page 10 of 13 Agreement 1116-6611"International Tourism Representation Contractor:OMNI (United Kingdom and Irelan. S l6Flu r 1 7. Monthly reports will be submitted to the CVB by the 101hof the following month, outlining activities per country with future activity projections and market overviews. 8. Travel Trade Activities: The following are travel and trade marketing activities which the successful firm will perform: a. Participation in trade and consumer shows & events in country, surrounding areas and in the US as necessary. b. Regular communication and destination updates to tour operators, travel agents and media. c. Organize, conduct or participate in travel trade and media familiarization trips in Florida as required and agreed. d. Conduct travel trade training and sales calls to tour operators, airlines and other related organizations in-country and surrounding areas as agreed. e. Assist the CVB and its U.S. based marketing partners and agencies with trade and consumer promotions as agreed. f. Assist with the International marketing promotions and advertising related activities in order to maximize the CVB budget. g. Fulfillment of inquiries for CVB publications/literature to trade & consumers via both Florida based and in-country fulfillment facilities. h. Pre-screen and forward travel trade and media leads to the CVB which result from above-mentioned activities. i. Develop and fulfill requests from media and organize and work with CVB in- house PR team on familiarization trips for journalists. j. Maintain close working relationships with Visit Florida, U. S. Travel Association and other tourism industry associations, including Visit USA organizations as agreed. k. Create and maintain an up to date country by country trade and consumer database. Page 11 of 13 Agreement#16-6611"International Tourism Representation fri6 Contractor.OMMAC (United Kingdom and Ireland) 16F10 Exhibit B - Fee Schedule 12-5893 Tourism International Representation Pre-approved expenses related to the various services will be invoiced on a monthly basis as follows: a. Advertising, if necessary, will be billed at net cost (no markup) to the CVB's advertising agency of record. b. Travel expenses such as air, auto rental, hotels and meals will be billed to the CVB at net cost. Air, train travel to be at lowest available coach fare. c. Out of pocket expenses such as storage, printing, courier expenses, parking, phone and fax will be billed monthly at cost. d. Service fee will be invoiced monthly to cover all employee time and other costs and all basic office operating expenses except as indicated above as out-of-pocket expenses. Additional expenditures must be authorized by the County by written Change Order to this Agreement executed by the parties. Deacrtp`t}ri 40 ,, ��b° t0 ' ed ' w.«. :s+'.:10 ,..fit .� ..��' .-fi.,.; ak.�... _ .=.,,,,4„,,,,,.,.„,,,,,„,,,,,,„_,,,,,,,. ,.1 Flat Annual Fixed Price (paid monthly) $120,000 2 Reimbursable Expenses — Brochure Distribution $4,000 3 Reimbursable Expenses — Registration Fees/Co- $25,000 op Hosted Trade Events/Marketing 4 Reimbursable Expenses —Travel Expenses $18,000 5 Reimbursable Expenses — Membership Fees $8,000 6 Reimbursable Expenses — Social Media, PR $5,000 Meetings/Networking Reimbursable Expenses — PR and Promotions $20,000 Projects 1. The Flat Annual Fixed Price for activities for the County shall be United States (U.S.) ten thousand dollars ($10,0000) per month, shall be billed quarterly in advance by Contractor. 2. Administrative and office costs are included in the above mentioned Flat Annual Fixed Price, including: 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. The Flat Annual Fixed Price does not include the cost of airfares or any travel in addition to the agreed upon sales calls activity. The Flat Annual Fixed Price is agreed to at the exchange rate of £1 British Pound (GBP) = $1.32 U.S. Dollar. Should the exchange rate fluctuate more than 10% in any given quarter, the Flat Annual Fixed Price will be renegotiated commencing the next quarter. Page 12 of 13 Agreement ri16-6611"International Tourism Representation 411, Contractor OMMAC (United Kingdom and Ireland) 16F10 3. The cost of travel, entertainment, conversion fees, wire fees and any other bank related charges for conversion of U.S. dollars to GBP will be billed separately at net cost, with no markup, after approval by the CVB Executive Director at the then current exchange rate on the date of invoice. The travel and additional expenses invoice will be converted into U.S. dollars and paid in U.S. dollars. 4. Miscellaneous expenses will be billed at net cost with no mark-up and covers all various mailings costs (e-newsletter and print), production of giveaways and promotional printing. 5. Contractor event expenses will cover participation at Contractor's own Dinner Events and expenses will be billed at net cost with no mark-up. Page 13 of 13 Agreement#16-6611"International Tourism Representation Contractor.OMMAC (United Kingdom and Ireland) 16F10 CERTIFICATE OF EMPLOYERS' LIABILITY INSURANCE H I SCOX Policy: HU PIB 1478033 (27) CERTIFICATE OF EMPLOYERS' LIABILITY INSURANCE (a) (Where required by regulation 5 of the Employers"Liability(Compulsory Insurance)Regulations 1998 and subsequently amended by regulation 2 of the Employers'Liability(Compulsory Insurance)Regulations 2008(the regulations),one or more copies of this certificate must be displayed at each place of business at which the policyholder employs persons covered by the policy.This requirement will be satisfied if the certificate is made available in electronic form and each relevant employee to whom it relates has reasonable access to it in that form) Policy number 1478033 1. Name of Policy Holder OMMAC Ltd 2. Date of commencement of Insurance policy 16/11/15 3. Date of expiry of insurance policy 15/11/16 Both days inclusive We hereby certify that subject to paragraph 2: 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,the Island of Alderney (b);and 2. the minimum amount of cover provided by this policy is no less than£5 million(c). Signed on behalf of Hiscox Insurance Company Ltd Steve Langan Managing Director, Hiscox 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 not apply.Where 2(b)is applicable,specify the amount of cover provided by the relevant policy. The certificate above 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. Hiscox Insurance Company Ltd Registered in England Number 70234 Registered Office 1 Great St Helen's, London EC3A 6HX Telephone No: 020 7448 6000 1 F 0 Policy: HU P1B 1478033 (27) HISCOX PUBUC AND PRODUCTS LIABILITY Section wording: 6130 WD-PIP-UK-GL(3) Insurer: Hiscox insurance Company Limited Limit of Indemnity Excess £ 1,000,000 £250 Limit applies to: Each claim with defence costs paid in addition other than for pollution and for products to which a single aggregate policy limit including defence costs applies. Excess Applies to: each agreed claim for property damage only Geographical Limits: European Union Applicable Courts : European Union Special limits (included within and not in addition to the overall limit/amount insured above) Criminal defence costs £ 100,000 in the aggregate including costs Pollution defence costs £ 100,000 in the aggregate including costs EMPLOYERS LIABIUTY Section wording : 6129 WD-PIP-UK-EL(4) insurer: Hiscox Insurance Company Lirraed Limit of indemnity Excess £ 10,000,000 Nil Limit applies to: All claims and their defence costs which arise from the same accident or event Geographical Limits: Worldwide Applicable Courts : England, Scotland,Wales, Northern Ireland,the Isle of Man and the Channel Islands. Special limits (included within and not in addition to the overall limit/amount insured above) Court attendance compensation-directors(per 250 day) Court attendance compensation-employees £100 (per day) Criminal defence costs £ 100,000 Terrorism £5.000.000 16F10 CERTIFICATE H I SCCX Policy: HU PIB 1478033 (27) Certificate of Public and products liability insurance Insured name: OMMAC Ltd Address: PO Box 316 Ryarsh WEST MALLING Postcode: ME19 5XQ Country: United Kingdom Policy number: 1478033 Insurer: Hiscox Insurance Company Limited Period of insurance: Continuous cover from 16/11/2015 until the policy is cancelled. Limit of indemnity: £1,000,000 Additional insureds: Signed for and on behalf of Hiscox Insurance Company Limited 0, Steve Langan Managing Director, Hiscox UK and Ireland Note:this certificate is for information purposes only and does not contain the full terms, conditions and exclusions of the insurance cover and does not constitute a contract of insurance.