Backup Documents 09/11-12/2012 Item #11K1 1K, ; �, Fol
MEMORANDUM
Date: October 3, 2012
To: Brenda Reaves, Contract Technician
Purchasing Department
From: Martha Vergara, Deputy Clerk
Minutes & Records Department
Re: Contract Number #12 -5893
"Tourism International Representation"
Contractor: Diamonde e.K
Attached is the original contract, referenced above (Item #11K)
approved by the Board of County Commissioners on September 11,
2012.
The second original document will be kept in the Minutes and Records
Department for the Board's Official Record.
If you have any questions, please contact me at 252 -7240.
Thank you.
Wts
Memorandum
11C(
Purchasing Department
3327 Tamiami Trail East
Naples, Florida 34112
Telephone: (239) 252 -6020
FAX: (239) 252 -6592
Email: BrendaReaves at?colliergov.net
www.colliergov.neUpurchasing
Subject: Solicitation # 12 -5893 "Tourism International Representation"
Date: October 1, 2012
From: Brenda Reaves — Contract/Purchasing Technician— For Brenda Brilhart
To: Ray Carter, Risk Manager 1 � J q I t l IZ
The County is in the process of executing this contract with:
1
Diamonde e.K.
Please review the Insurance Certificate(s) and Bid Bonds for the referenced Contract.
I
• If the insurance is not in order please contact the vendor /insurance company to obtain a proper
certificate. Once you receive the proper certificate(s), please acknowledge your approval and send to the
County Attorney's office via the attached Request for Legal Services.
• If the insurance is in order please acknowledge your approval and send to the County Attorney's office via
the attached Request for Legal Services.
If you have a stions, please
Ins a roved
isk lVf§AaVemenf Signature
me at the
information.
(Please route to County Attorney via attached Request for Legal Services)
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11K
A G R E E M E N T 12-5893
for
Tourism International Representation
THIS AGREEMENT made and entered into on this 111h day of September, 2012 by and
between DIAMONDE e.K., a registered company in Stuttgart, Germany registration number
HRA 722594 and tax ID number DE222067856; whose business address is Konigstr. 10B,
70173 Stuttgart, Germany 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. COMMENCEMENT. This Agreement shall commence on October 1, 2012. The
contract shall be for an initial two (2) year period and 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 two (2) 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 Germany, Switzerland, Austria, the Benelux region and
other international locations as designated by the County, in accordance with the terms
and conditions of ITB #12 -5893 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
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 U.S. two hundred thousand dollars
($200,000.00) annually, based on the fee schedule outlined in attached Exhibit B, 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 CVB Executive Director or his
designee, and in compliance with Chapter 218, Fla. Stats., otherwise known as the
"Local Government Prompt Payment Act ".
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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:
DIAMONDE e.K.
K6nigstr.10B
70173 Stuttgart
Germany
ATTN: Natasa Manic
All Notices from the Contractor to the County shall be deemed duly served if mailed or
faxed to the County to:
Collier County Government Center
Purchasing Department
3327 Tamiami 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, 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
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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 sixty (60) 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: Diamonde shall provide insurance as follows:
General Liability coverage in limits of U.S. $500,000 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
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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. Jhis 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, Bid# 12 -5893 Scope of Services and
Addenda, and Exhibit A and Exhibit B attached herein.
16. SUBTECT 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
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
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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 PERSONNEUPROTECT 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 requirements of this Agreement. 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 ITB and the Contractor's Proposal, the language in
the ITB 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.
ATTEST:
Dwight E Brock, Clerk. of Courts
By:
Dated(:
A *tst �t`5�,
AinstWitness
AneA Von
2pe, rint witness nameT
Second Witness
TType /print witness nameT
Approved as to form and
legal sufficiency:
Assistant C my Attorney
rni Q i ti
Print ame
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BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By
Fred W. Coyle, Chairman
DIAMONDE e.K.
,MontIN
D
MANBy: n 16.OG
Signatilire
tAT A�� 41
- Pr ' Typed signature and title
11K
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.
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 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.
7. Monthly reports will be submitted to the CVB by the 10thof 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.
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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.
L 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.
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Exhibit B - Fee Schedule
12 -5893 Tourism International Representation
1. The retainer fee for activities for the County shall be United States (U.S.) eight
thousand five hundred dollars ($8,500.00) per month commencing October 1, 2012
through September 30, 2014 and shall be billed monthly in advance by Contractor. The
annual cost of this agreement shall not exceed U.S. two hundred thousand dollars
($200,000.00) including U.S. one hundred and two thousand dollars ($102,000.00) in
annual service fees (retainer) and ninety eight thousand dollars ($98,000.00) in travel
and other related marketing and promotional expenses. Additional expenditures must
be authorized by the County by written Change Order to this agreement executed by
the parties.
2. Administrative and office costs are included in the above mentioned retainer fee,
including: cost of communication, stationery, daily postage and printing for the sales
office as well as cost of travel by car /train in Germany, Austria and Switzerland for
regular sales calls to agents and operators. The retainer fee does not include any
airfares or any travel outside of the agreed sales calls travel schedule. The retainer fee
is agreed to at the exchange rate of €1 Euro = $1.22 U.S. Dollars. Should the exchange
rate fluctuate more than 10 %, the retainer fee will be renegotiated.
3. The cost of travel and entertainment will be billed separately to the retainer fees in
arrears, after approval by the CVB Executive Director or his designee 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. A per diem charge
applies as follows:
Germany:
Netherlands:
Belgium:
Austria:
Switzerland:
Luxemburg:
€24 per day of travel
€60 per day of travel
€42 per day of travel
€36 per day of travel
€42 per day of travel
€39 per day of travel
(official German per diem rates for travel)
Mileage will be reimbursed at a rate of U.S. $ 0.585 per mile. Sales agent functions as
requested in writing by the County, will be in addition to the fees above and billed
separately, upon agreement with the County. Co -op promotion costs will be invoiced
independently of fees and other expenses and should not be incurred without the
County's prior written approval.
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4. 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.
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SIGNAL IDUNA Generalagentur Roland Sitzler, Amold- Cahn -Weg 9, 70374 StuttgaA
DIAMONDE
K6nigstr. 10 b
70173 Stuttgart
Dear Ms Manic,
14K
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SIGNAL IDUNA Generalagentur
Roland Sitzler
Arnold- Cahn -Weg 9
70374 Stuttgart
Tel. 0711/5360131
Mobil 0172/7200444
Fax 0711/5302782
e -mail roland.sitzier @signal- iduna.net
18.09.2012
We herewith confirm that the above mentioned insurance number covers an existing
public liability insurance for your company.
The limits of liability constitutes for body insury € 2.000.000
property damage € 1.000.000
financial loss € 100.000
Kind reg�irr s (�
I
R d itzle(r
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