Backup Documents 09/11-12/2012 Item #16F 316F 3W
MEMORANDUM
Date: September 27, 2012
To: Diana De Leon, Contract Technician
Purchasing Department
From: Martha Vergara, Deputy Clerk
Minutes & Records Department
Re: Contract #12 -5893 "Tourism International Representation
Services"
Contractor: OMMAC, Ltd.
Attached, is an original copy of the contract referenced above (Item #16F3
moved to 11K), approved by the Board of County Commissioners on Tuesday,
September 11, 2012.
The second original will be held on file with the Minutes and Record's
Department in the Board's Official Records.
If you have any questions, please contact me at 252 -7240.
Thank you.
Attachment
r
Memorandum
16F
Purchasing Department
3327 Tamiami Trail East
Naples, Florida 34112
Telephone: (239) 252-8446
FAX: (239) 252 -6697
Email: BrendaBrilhart(a colliergov.net
www.colliergov.neUpurchasing
Subject: Contract # 12 -5893 "Tourism International Representation Services"
Date: September 19, 2012
From: Diana DeLeon for Brenda Brilhart, CPPB, Procurement Strategist
To: Ray Carter, Manager Risk Finance
W-4ed -%
This Contract was approved by the BCC on September 11, 2012 agenda item 46.F.3.
The County is in the process of executing this contract with OMMAC, Ltd.
Please review the Insurance Certificate(s) for the referenced Contract.
3M
• 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 any estio s, please
I ed By.
Manager Rik rinance Signature
referenced information.
DATE RECEIVED
SEP 2 0 2012
RISK KMA.GEM -FIN -f
(Please route to County Attorney via attached Request for Legal Services)
i
G/ Acquisitions/ AgentFormsandLetters /RiskMgmtReviewofl nsurance4 /15/2010/16i09
16F 3 .1
A G R E E M E N T 12-5893
for
Tourism International Representation
THIS AGREEMENT made and entered into on this 11th day of September, 2012 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 Malling, 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. COMMENCEMENT. This Agreement shall commence 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 the United Kingdom, Ireland 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 ".
Page 1 of 9
16F 31
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:
OMMAC, Ltd.
PO Box 316
West Malling
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:
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
Page 2 of 9
16F 3 "
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 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: OMMAC shall provide insurance as follows:
General Liability coverage in limits of US $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
Page 3 of 9
16F 3
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, Bid# 12 -5893 Scope of Services and
Addenda, and Exhibit A and Exhibit B attached herein.
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
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
Page 4 of 9
16F 34
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.
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.
Page 5 of 9
16F 3 1
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
in
First Witness
Mr. Colin Brodie
TType /print witness ngmeT
C
W#dess
TType /print witness nameT
Approved as to form and
legal sufficiency:
Assistant Co ty Attorney
ern i lU E2 • 'P� i h
Print Name
Page 6 of 9
BOARD OF COUNTY COMMISSIONERS
COLLIER COUNTY, FLORIDA
By.
Fred W. Coyle, Chairman
OMMAC, Ltd.
Contractor
By:.:�. -
Si ature`-
Oonagh McCullagh, Mana ing Director
Typed signature and title
16F 3
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 10ffiof the following month,
outlining activities per country with future activity projections and market overviews.
S. 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.
Page 7 of 9
16F 3
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 8 of 9
i
16F 3
Exhibit B - Fee Schedule
12 -5893 Tourism International Representation
1. The retainer fee for activities for The County shall be United States (U.S.) ten
thousand dollars ($10,000.00) per month commencing October 1, 2012 through
September 30, 2014 and shall be billed quarterly 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 twenty thousand dollars ($120,000.00) in service fees
(retainer) and eighty thousand ($80,000.00) in travel and other related expenses.
Additional expenditures must be authorized by the County by written Change Order
to this agreement executed by the parties.
2. 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: 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 retainer fee does not include the cost of airfares
or any travel in addition to the agreed upon sales calls activity. The retainer fee is
agreed to at the exchange rate of £1 British Pound (GBP) = $1.60 U.S. Dollar. Should the
exchange rate fluctuate more than 10% in any given quarter, the retainer fee will be
renegotiated commencing the next quarter.
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 to the
retainer fees in arrears, 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. 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 quarterly to cover all employee time and other costs
and all basic office operating expenses except as indicated above as out -of- pocket
expenses.
Page 9 of 9
16F 3 "
CERTIFICATE OF EMPLOYERS' LIABILITY AM
INSURANCE H I SCOX
Policy: HU PIB 1478033 (12)
The certificate below shows that you are insured
0) 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
CERTIFICATE OF EMPLOYERS' LIABILITY INSURANCE (a)
(Where required by regulation 5 of the Employers' Liability (Compulsory Insurance) Regulations 1998 (the Regulations), one or
more copies of this certificate must be displayed at each place of business at which the policy holder employs persons covered by
the policy)
Policy number 1478033
1. Name of policyholder Ommac Ltd
2. Date of commencement of insurance policy 16/11/11
3. Date of expiry of insurance policy 15/11/12
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.
0
fAO
H I SCOC
13th September 2012
Private & Confidential
OMMAC Ltd
PO Box 316
WEST MALLING
Kent
ME19 5XQ
Dear Ms McCullagh,
16F 3'
Hiscox Insurance Company Ltd
Registered in England no.70234
Member of the General Insurance Standards Councl
Direct Telephone 0845 213 8900
Email Direct.insurance @hiscox.co.uk
I am writing to confirm your cover as requested. I can confirm that the following described insurance
is in force at the date of this letter:-
Name of Insured:
Type of Insurance:
Limit of Indemnity:
Type of Insurance:
Limit of Indemnity:
Policy Number:
Period of Insurance:
Insurer:
OMMAC Ltd
Public Liability
£1,000,000
Employers' Liability
£10,000,000
1478033
Continuous
Hiscox Insurance Company Limited
Should you require any further assistance please do not hesitate to contact us on 0845 213 8900
Yours sincerely,
Sinead Devlin
Sales and Service Executive
Hiscox Business Insurance
www.hiscox.co.uk/business
Personal & Commercial Claims Team of the Year 2011 Post Magazine Claims , ,,vards
Best Small Business Insurance Winner 2009 & 2010 Sian Your Business A yards
Commercial Lines Insurer of the Year 2007, 2008, 2009 1nsi:rance Times AI yards