Agenda 03/25/2014 Item #16F2 3/25/2014 16.F.2.
EXECUTIVE SUMMARY
Recommendation to approve a revised agreement with AVIAREPS Airline
Management Inc., for tourism representation services in Brazil and authorize the
Chairman to sign a County Attorney approved contract and make a finding that
this expenditure promotes tourism.
OBJECTIVE: Approve a revised agreement with AVIAREPS intended to replace the
Agreement between the parties and approved by the Board on December 10, 2013.
CONSIDERATIONS: The Board approved an agreement with AVIAREPS for tourism
representation in Brazil on December 10, 2013 (Item 11A). Subsequent to that approval,
staff received revised information on the legal name of the entity and their business
address. Additionally, staff received some suggested modifications from the Clerk's
Finance Department to clarify how the contractor will be monitored for contract
compliance. Those modifications are outlined below:
• The first paragraph has been modified to include the effective date and the
correct legal name and address of the contractor:
THIS AGREEMENT, made and entered into on this day of
2014, by and between AVIAREPS AIRLINE MANAGEMENT, INC.,
a registered company in Florida, United States, tax ID number 65-
1113203; whose principal business address is 6355 NW 36th St.
Suite 600, Miami, FL 33166, a sister company of AVIAREPS
Assessoria em Turismo Ltda, a registered company in Sao Paulo,
Brazil hereinafter called the "Contractor"
• Paragraph 1 has been modified as follows:
1. COMMENCEMENT. This Agreement shall commence on the date
of approval by the County BCC
• Paragraph 3 has been modified to add three provisions to clarify now the
contracto- will be monitored for services delivered, how travel expenses
outside Sao Paulo will be approved and how the exchange rate could change:
- Contractor shall provide COUNTY with an Estimate of Work for the
next month for approval by the Tourism Director.
- Travel expenses outside Sao Paulo Brazil must be pre-approved and
be in compliance with Collier County Tourism Travel Resolution 2006-
40 as amended.
- Should the exchange rate fluctuate more than an annualized 10%, the
retainer fee will be renegotiated commencing the next fiscal year.
• Paragraph 5 NOTICES as been modified to indicate the correct name of the
entity and the address for Notices:
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AVIAREPS Assessoria em Turismo, the Brazilian sister company of
AVIAREPS AIRLINE MANAGEMENT, INC.
Praga da Liberdade, 130,
10th Floor Suite 1001 e 1002
Liberdade, Sao Paulo,SP
CEP 01 503-01 0— Brazil
ATTN: Thomas Drechsler, COO Tourism
E-mail: trechsler@aviareps.com
Telephone: +49 89 55 25 33 185
Facsimile: +49 89 54 50 62 42
• The signature block section has been modified to reflect the correct name of
the contractor and their authorized officer to sign the agreement:
AVIAREPS AIRLINE MANAGEMENT, INC.
Contractor
Michael Gaebler, Director, Chairman & CEO
AVIAREPS AG
FISCAL IMPACT: $50,000 is budgeted in FY 14 for tourism representation services in
Brazil in Fund 184. Cost agreed to by AVIAREPS is $49,500.
GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management
Plan from this action.
ADVISORY BOARD RECOMMENDATION: The Tourist Development Council
recommended approval (5-0) at the September 23, 2013 meeting.
LEGAL CONSIDERATIONS: This item has been approved as to form and legality and
requires majority vote for approval. — CMG
RECOMMENDATION: Recommendation to approve a revised agreement with
AVIAREPS for representation services in Brazil and authorize the Chairman to sign a
County Attorney approved contract and make a finding that this expenditure promotes
tourism.
PREPARED BY: Jack Wert, Tourism Director
ATTACHMENTS: Board originally approved agreement (12/10/2013) with AVIAREPS
and the replacement agreement with the suggested modifications as agreed to and
signed by AVIAREPS.
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COLLIER COUNTY
Board of County Commissioners
Item Number: 16.16.F.16.F.2.
Item Summary: Recommendation to approve a revised agreement with AVIAREPS for
tourism representation services in Brazil and authorize the Chairman to sign a County Attorney
approved contract and make a finding that this expenditure promotes tourism.
Meeting Date: 3/25/2014
Prepared By
Name: GreenKelly
Title: Tourist Development Tax Coordinator,Tourism
3/17/2014 3:42:57 PM
Submitted by
Title:Director- Tourism, Tourism
Name: WertJack
3/17/2014 3:42:58 PM
Approved By
Name: WertJack
Title: Director-Tourism. Tourism
Date: 3/17/2014 5:40:31 PM
Name: GreeneColleen
Title: Assistant County Attorney, CAO General Services
Date: 3/18/2014 3:43:59 PM
Name: Firma
Title: Management/Budget Analyst, Senior, Transportation Engineering& Construction Management
Date: 3/18/2014 4:17:00 PM
Name: KlatzkowJeff
Title: County Attorney,
Date: 3/19/2014 9:17:34 AM
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3/25/2014 16.F.2.
Name: OchsLeo
Title: County Manager, County Managers Office
Date: 3/19/2014 11:22:09 AM
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3/25/2014 16.F.2.
AGREEMENT
for
Tourism International Representation
THIS AGREEMENT, made and entered into on this day of 2014, by and between
AVIAREPS AIRLINE MANAGEMENT, INC.,a registered company in Florida, United States,
tax ID number 654113203; whose principal business address is 6355 NW 36th St, Suite 600,
Miami, FL 33166, a sister company of AVIAREPS Assessoria em Turismo Ltda. a registered
company in Sao Paulo, Brazil 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" for representation services on behalf of the COUNTY
in Brazil.
WITNESSETH:
1. COMMENCEMENT. This Agreement shall commence on the date of approval by the
County BCC. The contract shall be for a three (3) year period, commencing on date of
contract execution. 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 one (1) additional three (3) Year period. 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.
STATEMENT OF WORE The Contractor shall provide professional services fo:
representing Collier County in Brazil and other South American countries as designated
by the County in accordance with the terms and conditions of the P.FP dared lune. 2:-
201:: the Conn-actor's bid referred to herein and made an integral par of this agreemei-r.
Tni ..,greement contains, the entire understanding Derweer, the narnef, and an
modifications to this Agreement- shal t mutually agreec. upon
Contractor and the Counts Project or Contract Manager or his designee, in compliance
with the County Purchasing Policy and Administrative Procedures in effect at the use
such services are authorized.
7. THE CONTRACT SUM The County shall pay the Contractor for the performance or
this Agreement an estimated maximum amount of forty rune thousand five hundred
• dollars (549,500) annually, based on the costs outlined below subject to modifications
as approved in advance by the County. Payment will be made upon receipt of a proper
invoice and upon approval by the Project Manager or his designee, and in compliance
with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt
Payment Act".
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The retainer fee covering, all representation expenses within the City of Sao Paulo Brazil
on behalf of The COUNTY is agreed at US $4,125 per month commencing the effective
date of the agreement through September 30, 2016 and shall be billed monthly in
•
arrears by Contractor. The annual cost of this agreement shall not exceed US $49,500
including service fees (retainer) and travel and other related expenses within Sao Paulo
Brazil. Contractor shall provide COUNTY with an Estimate of Work for the next month
for approval by the Tourism Director. Additional expenditures by the Contractor on
behalf of the County must be authorized in advance 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,
including: stationery, insurance and rent for the sales office. The retainer fee does not
include the cost of: travel by car, train, or air for regular sales calls to agents and
operators, educational trips and trade shows outside of Sao Paulo Brazil. Travel
expenses outside Sao Paulo Brazil muse be pre-approved and be in compliance with
Collier Count- Tourism Travel Resolution 2006-40 as amended. •
The retainer fee is agreed to at the exchange rate of 1 BRL (Real) = $0.443 US. Should
the exchange rate fluctuate more than annualized 10%, the retainer fee will be
renegotiated commencing the next fiscal year.
3.1 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 contract. Am- 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.
TAXES. Contractor snail pay all sales, consumer. use and other similar taxes associatec
with the Vvo i c nortions thereo.-:. which are applicable during, the performance of In
NOTICES. AL notices from the Count' tcs the Contractor shall be deemed duly served
if mailed or faxed to the Contractor at the following Address of AVIAREPS Assessoria
err J urismo the Brazilian sister company of AVIAREPS AIRLINE MANAGEMENT.
Ir-raca da Liberdade,13C,
10th Floor Suite 1001 e 1002
Linerdade, Sao Paulo,SP
CEP 01503-010 - Brazil
ATTN: Thomas Drechsler, COO Tourism
E-mail: tdrechsler@aviareps.corn
Telephone: +49 89 55 25 33 185
Facsimile: +49 89 54 50 62 42
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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
3327 Tarniami Trail, East
Naples, Florida 34112
Attention: Purchasing &General Services Director
Telephone: 239-252-8975
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, ES., all permits
necessary for the prosecution of the Work shall be obtained by the Contractor. 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. The Contractor agrees to comply
with all laws governing the responsibility of an employer with respect to persons
employed. by the Contractor.
E. NO IMPROPER USE. The Contractor will not use, nor suffer or permit any person to
use in any manner whatsoever County facilities for any impropef, immoral or offensiv,.
o to an Purpose in yiolatior o an reciera: state count-- c- municr'n
ordinance, rule, order or regulation, or 01 am governmental run. or regulation now ii
effect or hereafter enacted or adopted. in the event of such violanon tv- the Cont-racto:
or if the Countv or its authorized representative shall deem any conduct on the part o:
the Contractor to be objectionable or improper. the Count, shaT have the right tc
suspend the contract of the Contractor. Should the Contractor fail to correct any suct
violation, conduct, or practice to the satisfaction of the County within twenn7-four (24
hours atter receiving notice of such violation conduct, or practice such suspension tc
continue until the violation is cured. The Contractor further agrees. no 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
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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 Contract 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: AVIAREPS shall provide insurance as follows:
General Liability coverage in limits of US $1 million 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.
12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the
Contractor 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, 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.
This section does not pertain to any incident arising from the sole negligence of Collier
Count\
1: CONTRACT ADMINISTRATION. This Agreement shall h€ administered on behalf of
the County by tne Tourism Department.
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 manne:
with the performance of services required hereunder. Contractor further represents tha:
no persons having any such interest shall be employed to perform those services.
15. COMPONENT PARTS OF THIS CONTRACT. This Contract consists of the following
component parts, all of which are as fully a part of the contract as if herein set out
verbatim: Contractor's Bid, Insurance Certificate, RFP dated June 26, 2013, Scope of
Services and Addenda.
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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, and County
Administrative Procedure 5311. Violation of this provision may result in one or more of
the following consequences: a. Prohibition bv the individual, firm, and/or am
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 contract held by the individual and/or
firm for cause.
18. 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.
19. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to
this contract in compliance with the Purchasing Policy.
20. DISPUTE RESOLUTION. Prior to the initiation of any action or proceeding permitted
b 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 or any settlement reachec
during negotiations to County for approval. Failing resolution, and prior to the
commencement of depositions in any litigation betweer, the panties arising out o;" this
Agreemerr. the parties shall attempo to resolve the dispute througr. Mediation oefore
agreed-uvon Circuit Court Mediator certified by the State of Florida. The mediatior,
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 part- fail to submit
to mediator as required hereunde r. the other par may obtain a court order requiring
mediation under section 44.102, Fla. Statute.
21. 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.
22. KEY PERSONNEL/PROTECT STAFFING: 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
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necessary to insure that competent persons will be utilized in the performance of the
contract. The Contractor shall assign as many people as necessary to complete the
project on a timeh- basis, and each person assigned shall be available for an amount of
time adequate to meet the dates set forth in the Project Schedule. 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.
23. 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 and/or the
Contractor's Proposal, the Contract Documents shall take precedence. In the event of
any conflict between the terms of the RFP and the Contractor's Proposal, the language
in the RFP would take precedence.
24. 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.
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p
IN WITNESS WHEREOF. the Contractor and the County, have each, respectively, by an
authorized person or agent, hereunder set their hands and seals on the date and year first
above written.
BOARD OF COUNTY COMMISSIONERS
ATTEST: COLLIER COUNTY,FLORIDA
Dwight E. Brock,Clerk of Courts
By By:
Dated: Tom Henning, Chairman
(SEAL)
AVIAREPS AIRLINE MANAGEMENT, INC.
Con-tractor
• if
L,
‘.-First Witness signature
IsT\Te/print witness named
Michael Gaebler, Director
and Chairman 6::CEO, AVIAREPE--, AG
Second Witness Typed signature and title
+Type/print witness name'
Approved as to form and
legal sufficiency:
--Goileen M. Greene, Assistant County Attorney
Print Name
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Brazilian Representation Services for Naples,Marco Island. Everglades Florida CVB
SCOPE OF WORK 2013-14
Attachment"A"
Services Required:
I. Submit an annual sales and marketing plan for leisure sales, tour operator/wholesaler sales. travel industry
training,promotions and other services required to showcase the tourism attributes of the Naples, Marco Island,
Everglades area or Florida to include a proposed budget and trade show participation for the Brazilian market on
behalf of the Naples.Marco Island.Everglades CVB. a division of Collier County Florida Government, hereinafter
referred to as"CVB"
2. Propose a monthly service fee to cover all time for account management. administrative costs and creative time
necessary to create and produce promotions.
3. Assist in identifying and providing recommendations for Tour Operator Brochure placement and other media
buying opportunities. Advertising costs,if any to be handled separately through the CVB advertising budget.
4. Call on travel-related organizations; including tour operators.receptive operators.airline retail travel agents.along
with meeting planning, incentive, car rental and airline companies, with no less than 20 personal visits to the
offices of these organizations,during each one month reporting period,to increase awareness of the Naples.Marco
Island,Everglades area of Florida in key target markets in Brazil.
5. Provide in-house storage and fulfillment services of publications/literature to trade and consumers. maintaining
and distributing CVB collateral and Collier County hotel and attractions collateral as needed. Facilitate the
sourcing of services related to local printing,promotional flyers or other collateral to be billed separately from this
agreement.
6. Assist in the scheduling, planning and participation in two travel agent/tour operator Destination Reviews(Fams)
during each annual contract period. The successful firm will make its best effort to obtain complimentary airline
participation (i.e. seats) and to qualify participating agents: CVB staff will organize itinerary and assist in alI
arrangements for participation in Destination Reviews. The firm will be required to provide one of the firm's staff
members to accompany the group. All Destination Review visits are contingent on securing complimentary airline
transportation by the firm,with CVB confirming all hotel and itinerary arrangements for Destination Review.
•
7. Demonstrate database capabilities and appropriate reach for the best distribution ofNewsietters and Press Releases
as generated by the CVB PR B: Communications Team and other communications generated by the CVE andror
approved industry organisations Distribution to include comprehensive list the' targets the travel trace. tour
operators,meeting and incentive planner's media,airline and car rental representatives.
8. Provide translation services when required, for CVB marketing materials such as press releases, collateral.
advertising pieces and travel industry Newsletters,among others.
9. Participate in a mutuallt agreed upon set of trade shows and events in Brazil such as ABA1. World Trave.
Market and others), including boot!: setup, staffing and scheduling of appointments. Communicate requests for
PR opportunities associated with such events to the CVB international Sales representative. Costs associated with
setup and registration expenses will be paid separately by the CVE.
I 0. When travel outside the city or state of the firm's principle office required and is pre approved,the successful firm
will adhere to the Collier County,Florida Government procurement/purchasing limits, policies and guidelines for
all travel and entertainment related expenses. These will be provided to firm upon award of the contract. Colher
•
County will reimburse the successful firm for reasonable pre approved travel and entertainment related expenses in
these circumstances,with maximum limits to be established_
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1 1. Submit a monthly report by the 10'' of the month covering all key:deliverable items on this scone of work in the
format acceptable to the CVB and submit an annual recap report summarizing the year's activities and plans
projected for the following years activities Monthly reports will be submitted with monthly representation
retainer invoices. Upon receipt of both,payment will be processed. Monthly and Annual reports shall include.but
not be limited to,the following items:
• Market Overview: Brief highlights for Brazil market trends,statistics.
• Sales: Kev Account solicitations, Calls and Email Campaigns Results to each Brazilian market segment
(Tour operators, group tour operators, Travel Agencies, Meeting and Incentive, Airline and Rental Car
Companies); using CVB recommended format.
• Marketing" Media: Key developments in the area of Marketing, Media and PR/Editorial opportunities. or
placements.
• Database: Actual contacts provided in excel formal with Name, Title,Address, Phone, and Email columns
completed.
• Tracking/Reporting Matrices as follows:
• Tracking room night production for top 10 Receptive Tour Operators
• Number of Naples,Marco Island(Collier County)hotels added to existing Top Operator's list
` Collier County destination added as featured Tour Program offered
• Media/Marketing/PR opportunities uncovered through sales efforts
• Database Growth in real numbers month over month
12. Assist in the creation of a comprehensive contact database to include tour operator/travel agent and meeting
planner and consumer contacts. While representing CVB at tradeshows, promotions and sales calls, all contacts
initiated are to be considered the property of CVB and are to be submitted on a monthly Excel spreadsheet.
attached to the monthly report. in a format acceptable to CVB.
13. Assist CVB in developing a strategy for securing international air charters or scheduled air service from key
markets by providing contact information,scheduling meetings and conducting follow-up as needed
14. Maintain close working relations with VISIT FLORIDA, Brand U.S.A. and the Brazilian tourism industrc
associations,including Visit USA Organizations and braztoa,among others.
f. Provide pricing for additional marketing related activities outside the scope o' o`,rk a:,opportunities develor or a:
requested by the Naples,Marco island bverglades CVI_
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AGREEMENT
for
Tourism International Representation
THIS AGREEMENT, made and entered into on this day of 2013, by and between
AVIAREPS., a registered company in Brazil and Munich Germany registration number
and tax ID number ; whose business address is Praca da Liberdade, 130-
10th Floor, Suite 1001, Liberdade Plx 01503-010, Sao Paulo Brazil 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" for
representation services on behalf of the COUNTY in the In Brazil.
WITNESSETH:
1. COMMENCEMENT. This Agreement shall commence on the date of approval by the
County BCC. The contract shall be for a three (3) year period, commencing on date of
contract execution. 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 one (1) additional three (3) year period. 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.
2. STATEMENT OF WORK. The Contractor shall provide professional services for
representing Collier County in Brazil and other South American countries as designated
by the County, in accordance with the terms and conditions of the RFP dated June 26,
2013 the Contractor's bid referred to herein and made an integral part of this
agreement. 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 County Project or Contract Manager or his designee, in compliance
with the County Purchasing Policy and Administrative Procedures in effect at the time
such services are authorized.
3. THE CONTRACT SUM. The County shall pay the Contractor for the performance of
this Agreement an estimated maximum amount of forty nine thousand five hundred
dollars ($49,500 annually, based on the costs outlined below, subject to modifications as
approved in advance by the County. Payment will be made upon receipt of a proper
invoice and upon approval by the Project Manager or his designee, and in compliance
with Chapter 218, Fla. Stats., otherwise known as the "Local Government Prompt
Payment Act".
The retainer fee covering all representation expenses within the City of Sao Paulo Brazil
on behalf of The COUNTY is agreed at US $4,125 per month commencing October 1,
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2013 through September 30, 2016 and shall be billed monthly in arrears by Contractor.
The annual cost of this agreement shall not exceed US $49,500 including service fees
(retainer) and travel and other related expenses within Sao Paulo Brazil. Additional
expenditures by the Contractor on behalf of the County must be authorized in advance
by the COUNTY by written Change Order to this agreement executed by the parties.
Travel expenses outside of Sao Paulo Brazil must be pre-approved and in compliance
with the TDC Travel Resolution 2006-40 as amended.
Administrative and office costs are included in the above mentioned retainer fee,
including: stationery, insurance and rent for the sales office. The retainer fee does not
include the cost of: travel by car, train, or air for regular sales calls to agents and
operators, educational trips and trade shows outside of Sao Paulo Brazil.
The retainer fee is agreed to at the exchange rate of 1 BRL (Real) = $0.443 US. Should
the exchange rate fluctuate more than 10 %, the retainer fee will be renegotiated
commencing the next fiscal year.
3.1 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 contract. 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. TAXES. 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.
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:
AVIAREPS
Praca de Liberdade, 130, 10th Floor
Suite 1001-1002
Liberdade Plz
Sao Paulo, Brazil
ATTN: Klaus Becker, General Manager
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
3327 Tamiami Trail,East
Naples, Florida 34112
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Attention: Purchasing & General Services Director
Telephone: 239-252-8975
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. 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. 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.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.
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
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 Contract 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.
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10. NO DISCRIMINATION. The Contractor agrees that there shall be no discrimination as
to race, sex, color, creed or national origin.
11. INSURANCE: AVIAREPS shall provide insurance as follows:
General Liability coverage in limits of US $1 million 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.
12. INDEMNIFICATION. To the maximum extent permitted by Florida law, the
Contractor 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, 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.
This section does not pertain to any incident arising from the sole negligence of Collier
County.
13. CONTRACT ADMINISTRATION. This Agreement shall be administered on behalf of
the County by the Tourism Department.
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 CONTRACT. This Contract consists of the following
component parts, all of which are as fully a part of the contract as if herein set out
verbatim: Contractor's Bid, Insurance Certificate, RFP dated June 26, 2013, Scope of
Services and Addenda.
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, 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
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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 contract held by the individual and/or
firm for cause.
18. 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.
19. ADDITIONAL ITEMS/SERVICES. Additional items and/or services may be added to
this contract in compliance with the Purchasing Policy.
20. 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. Statute.
21. 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.
22. KEY PERSONNEL/PROTECT STAFFING: 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 insure that competent persons will be utilized in the performance of the
contract. The Contractor shall assign as many people as necessary to complete the
project on a timely basis, and each person assigned shall be available for an amount of
time adequate to meet the dates set forth in the Project Schedule. 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.
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23. 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 and/or the
Contractor's Proposal, the Contract Documents shall take precedence. In the event of
any conflict between the terms of the RFP and the Contractor's Proposal, the language
in the RFP would take precedence.
24. 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.
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IN WITNESS WHEREOF, the Contractor and the County, have each, respectively, by an
authorized person or agent, hereunder set their hands and seals on the date and year first
above written.
BOARD OF COUNTY COMMISSIONERS
ATTEST: COLLIER COUNTY, FLORIDA
Dwight E. Brock, Clerk of Courts
By: By:
Dated: Georgia A. Hiller,Esq., Chairwoman
(SEAL)
AVIAREPS
Contractor
By:
First Witness Signature
TType/print witness nameT
Second Witness Typed signature and title
TType/print witness nameT
Approved as to form and
legal sufficiency:
Colleen M. Greene, Assistant County Attorney
Print Name
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Brazilian Representation Services for Naples, Marco Island, Everglades Florida CVB
SCOPE OF WORK 2013-14
Attachment"A"
Services Required:
1. Submit an annual sales and marketing plan for leisure sales, tour operator/wholesaler sales, travel industry
training, promotions and other services required to showcase the tourism attributes of the Naples, Marco Island,
Everglades area or Florida to include a proposed budget and trade show participation for the Brazilian market on
behalf of the Naples,Marco Island.Everglades CVB, a division of Collier County Florida Government,hereinafter
referred to as"CVB".
2. Propose a monthly service fee to cover all time for account management, administrative costs and creative time
necessary to create and produce promotions.
3. Assist in identifying and providing recommendations for Tour Operator Brochure placement and other media
buying opportunities. Advertising costs,if any to be handled separately through the CVB advertising budget.
4. Call on travel-related organizations; including tour operators,receptive operators,airline retail travel agents,along
with meeting planning, incentive, car rental and airline companies, with no less than 20 personal visits to the
offices of these organizations, during each one month reporting period,to increase awareness of the Naples,Marco
Island,Everglades area of Florida in key target markets in Brazil.
5. Provide in-house storage and fulfillment services of publications/literature to trade and consumers, maintaining
and distributing CVB collateral and Collier County hotel and attractions collateral as needed. Facilitate the
sourcing of services related to local printing,promotional flyers or other collateral to be billed separately from this
agreement.
6. Assist in the scheduling, planning and participation in two travel agent/tour operator Destination Reviews (Fams)
during each annual contract period. The successful firm will make its best effort to obtain complimentary airline
participation (i.e. seats) and to qualify participating agents. CVB staff will organize itinerary and assist in all
arrangements for participation in Destination Reviews. The firm will be required to provide one of the firm's staff
members to accompany the group. All Destination Review visits are contingent on securing complimentary airline
transportation by the firm,with CVB confirming all hotel and itinerary arrangements for Destination Review.
7. Demonstrate database capabilities and appropriate reach for the best distribution of Newsletters and Press Releases
as generated by the CVB PR & Communications Team and other communications generated by the CVB and/or
approved industry organizations. Distribution to include comprehensive list that targets the travel trade. tour
operators.meeting and incentive planner's media,airline and car rental representatives.
8. Provide translation services when required, for CVB marketing materials such as press releases, collateral.
advertising pieces and travel industry Newsletters,among others.
9. Participate in a mutually agreed upon set of trade shows and events in Brazil (such as ABAV, World Travel
Market and others), including booth setup, staffing and scheduling of appointments. Communicate requests for
PR opportunities associated with such events to the CVB International Sales representative. Costs associated with
setup and registration expenses will be paid separately by the CVB.
10. When travel outside the city or state of the firm's principle office required and is pre approved,the successful firm
will adhere to the Collier County, Florida Government procurement/purchasing limits, policies and guidelines for
all travel and entertainment related expenses. These will be provided to firm upon award of the contract. Collier
County will reimburse the successful firm for reasonable pre approved travel and entertainment related expenses in
these circumstances,with maximum limits to be established.
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11. Submit a monthly report by the 10th of the month covering all key deliverable items on this scope of work in the
format acceptable to the CVB and submit an annual recap report summarizing the year's activities and plans
projected for the following year's activities. Monthly reports will be submitted with monthly representation
retainer invoices. Upon receipt of both,payment will be processed. Monthly and Annual reports shall include,but
not be limited to,the following items:
• Market Overview: Brief highlights for Brazil market trends,statistics.
• Sales: Key Account solicitations, Calls and Email Campaigns Results to each Brazilian market segment
(Tour operators, group tour operators, Travel Agencies, Meeting and Incentive, Airline and Rental Car
Companies);using CVB recommended format.
• Marketing /Media: Key developments in the area of Marketing, Media and PR/Editorial opportunities, or
placements.
• Database: Actual contacts provided in excel format with Name, Title, Address, Phone, and Email columns
completed.
• Tracking/Reporting Matrices as follows:
➢ Tracking room night production for top 10 Receptive Tour Operators
➢ Number of Naples,Marco Island(Collier County)hotels added to existing Top Operator's list
➢ Collier County destination added as featured Tour Program offered
➢ Media/Marketing/PR opportunities uncovered through sales efforts
➢ Database Growth in real numbers month over month.
12. Assist in the creation of a comprehensive contact database to include tour operator/travel agent and meeting
planner and consumer contacts. While representing CVB at tradeshows, promotions and sales calls, all contacts
initiated are to be considered the property of CVB and are to be submitted on a monthly Excel spreadsheet,
attached to the monthly report, in a format acceptable to CVB.
13. Assist CVB in developing a strategy for securing international air charters or scheduled air service from key
markets by providing contact information,scheduling meetings and conducting follow-up as needed.
14. Maintain close working relations with VISIT FLORIDA, Brand U.S.A. and the Brazilian tourism industry
associations,including Visit USA Organizations and Braztoa,among others.
15. Provide pricing for additional marketing related activities outside the scope of work as opportunities develop or as
requested by the Naples.Marco Island Everglades CVB.
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