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Agenda 11/18/2008 Item #16F 2 Agenda Item No, 16F2 November 18, 2008 Page 1 of 11 EXECUTIVE SUMMARY Recommendation that the Board of County Commissioners approve and authorize its Chairman to sign a representation agreement between Collier County and OMMAC, Ltd. for international marketing representation services in FY 09 in the amount of $200,000 and approve all necessary budget amendments. OBJECTIVE: For the Board of County Commissioners to approve and authorize the Chairman to sign an agreement for tourism marketing representation in the United Kingdom (UK) and Ireland. CONSIDERATIONS: The Collier County tourism industry has enthusiastically supported the Tourist Development Council (TDC) and the Board of County Commission agreed to provide international marketing representation for Collier County on a full-time basis for the remainder ofFY 08 and FY 09. The use of tourism emergency advertising funds for expanded international marketing efforts due to the declaration of an Economic Emergency was authorized by the Board of County Commissioners at their July 22, 2008 meeting, Agenda Item 10 I. The representation services for FY 09 by OMMAC, Ltd, total $200,000 and will include travel trade training, sales missions, trade shows and public relations assistance in the UK and Ireland on behalf of the Naples, Marco Island, Everglades Convention & Visitors Bureau (CVB). Ommac, Ltd, has previously been under contract with the County to provide these services. ADVISORY COMMITTEE RECOMMENDATIONS: The TDC approved the use of emergency advertising funds for cxpanded international marketing efforts at the June 23, 2008 meeting. COUNTY ATTORNEY FINDING: The County Attorney's Office has reviewed this item and is legally sufficient for Board action, - CMG FISCAL IMPACT: A budget amendment in the amount of $200,000 moving dollars from Fund (196) emergency reserves to the operating appropriation unit will be necessary to fund this representation agreement. GROWTH MANAGEMENT IMPACT: There is no impact to the Growth Management Plan related to this action, RECOMMENDATION: For the Board of County Commissioners to approve and authorize its Chairman to sign a representation agreement with OMMAC. Ltd for international marketing representation services in the UK and Ireland for FY 09 in the amount of $200,000 and approve all necessary budget amendments. - PREPARED BY: Jack Wert, Tourism Director Page 1 of 1 Agenda Item No. 16F2 November 18. 2008 Page 2 of 11 COLLIER COUNTY BOARD DF COUNTY COMMISSIONERS Item Number: Item Summary: 16F2 Meeting Date: Recommendation that the Board of County Commissioners approve and authorize its Chairman to sign a representation agreement between Collier County and OMMAC, Ltd for international marketing representation services in FY 09 in the amount of $200,000. 11/18/200890000 AM Prepared By Jack Wert Tourism Director Date County Manager's Office Tourism 11/3/20082:42:03 PM Approved By Lyn Wood Purchasing Agent Date Administrative Services Purchasing 11/4/20082:25 PM Approved By Jack Wert Tourism Director Date County Manager's Office Tourism 11/4/20082:34 PM Approved By Colleen Greene Assistant County Attorner Date County Attorney County Attorney Office 11/5/20089:08 AM Approved By Steve Carnell Purchasing/General Svcs Director Date Administrative Services Purchasing 11/5/20083:32 PM A pproved By OMS Coordinator Applications Analyst Date Administrative Services Information Technology 11/6/20089:57 AM Approved By Mark Isackson Budget Analyst Date County Manager's Office Office of Management & Budget 11/5/20085;22 PM Approved By James V. Mudd County Manager Date Board of County Commissioners County Manager's Office 11/6/20086:32 PM file://C:\ArrendaTest\Fxoort\ II n-Novemher%20 1 R.%20200R\ I n.%20~ONSFNT%20AGF.. 11/J)/)OOR Agenda Item No. 16F2 November 18, 2008 Page 3 of 11 REPRESENT A nON AGREEMENT This is a representation agreement for Collier County Board of County Commissioners, hereafter referred to as the COUNTY and OMMAC, Ltd, a registered company in England and Wales, UK, registration number 04967240 and tax ID number (VAT) 851351639 hereafter referred to as OMMAC for representation services on behalf of the COUNTY in the United Kingdom and Ireland. The purpose of this agreement is to generate more awareness and tourism business from the above mentioned market places for the COUNTY. Activities will be executed in accordance with the agreed upon plan and related budget. LIAISON AND REPORTING LIAISON OMMAC, Ltd. will coordinate directly with the assigned members of staff within the COUNTY's Tourism Department office in Naples, Florida that operates as the Naples, Marco Island, Everglades Convention & Visitors Bureau (CVB). REPORTING Monthly reports will be submitted to the CVB Executive Director by the lOth of the month following the activity outlining activities per country with future activities projected and market overviews. FEES AND EXPENSES The retainer fee for activities for The COUNTY is agreed at US $10,000 per month commencing October], 2008 through September 30, 2009 and shall by billed quarterly in advance by OMMAC. The annual cost of this agreement shall not exceed US $200,000 including US $120,000 in service fees (retainer) and $80,000 in travel and other related expenses. Additional expenditures must be authorized by the COUNTY by written Change Order to this agreement executed by the parties. Administrative and office costs are included in the above mentioned retainer fee - these costs will include: stationery; insurance and rent for the sales office. The retainer fee does not include the cost of: communication; postage! mailings related to the promotion of the COUNTY; travel by car, train, or air for regular sales calls to agents and operators, educational trips and tradc shows as agreed in the marketing plan attached to this agreement or by the Executive Director. The retainer fee does not include the cost of airfares or any travel in addition to the agrccd upon sales calls activity in the marketing plan attached to this agreement. Agenda Item No. 16F2 November 18. 2008 Page 4 of 11 The retainer fee is agreed to at the exchange rate of 1 BP = $1.65 US. Should the exchange rate fluctuate more than 10% in any given quarter, the retainer fee will be renegotiated commencing the next quarter. The cost of travel, entertainment, conversion fees, wire fees and any other bank related charges for conversion of US dollars to GB pounds will be billed separately to the retainer fees in arrears, after approval by the Executive Director at the then current exchange rate on the date of invoice. The travel and additional expenses invoice will be converted into US dollars and paid in US dollars. SERVICES 1. OMMAC and the COUNTY through the Naples, Marco Island, Everglades Convention & Visitors Bureau (CVB) shall develop a joint marketing plan. Adjustments to that plan and budget shall be made upon consent in writing by each of the parties to this agreement. 2. The following activities shall be performed by OMMAC on behalf of the COUNTY as a part of this agreement: a. Participate in trade shows and events in the UK and Ireland. b. Create and distribute regular communication and destination updates to tour operators, travel agents and media. c. Participate in and conduct familiarization trips as needed to Collier County for travel trade and media representatives. d. Organize and conduct training programs and sales calls to travel trade in the UK and Ireland e. Assist CVB and its marketing partners and agencies with trade and consumer promotions and all UK and Ireland advertising activities and co- operative programs. f. Represent the CVB at major trades shows in the UK and Ireland such as World Travel Market g. Fulfill requests for destination information from consumers and trade utilizing both UK and Florida mailing facilities h. Manage and forward where appropriate travel trade and media leads to CVB staff. 1. Develop and fulfill requests from media for destination information and organize and coordinate with the CVB Public Relations staff periodic familiarization trips for journalists J. Maintain close working relationships with Visit Florida, Travel Industry Association (TIA), Association of British Travel Industry (ABTA) and other tourism trade associations. TERMS 2 Agenda Item No. 16F2 November 18, 2008 Page 6 of 11 Once this agreement has been made, it shall subsist for a minimum of one year. This agreement may be renewed for three (3) additional one (I) year renewals, The COUNTY shall give OMMAC written notice of the County's intention to extend the Agreement term no less than ten (10) days prior to the end of the Agreement term then in effect. Fees and expenses will be negotiated at the time of renewal. Payment of retainer fee shall be made for each moth in advance upon receipt of OM MAC invoice. Travel expenses will be reimbursed in accordance with Chapter 218, Florida Statutes, also known as the "Local Government Prompt Payment Act", upon receipt of a proper invoice and backup. Payment shall be made by wire transfer. Any termination of this Agreement shall be without prejudice to any outstanding liabilities accrued or arising under this Agreement. In the event of cancellation, fees shall accrue on a daily basis up to the termination of the period of notice. Payment is due in accordance with Chanter 218, Florida Statues, also known as the "Local Government Prompt Payment Act". Invoicing: The Purchase Order Number must be referenced on each invoice. If omitted, the invoice will be returned to OMMAC. Billing problems and concerns should be directed to the Tourism Department, 3050 N. Horseshoe Drive, Naples, FL 34104. Payment will be made upon receipt of a proper invoice with appropriate documentation. Partnership: Nothing herein contained shall create or be construed as creating a Partnership between the COUNTY and OMMAC or to constitute OMMAC as an agent of the COUNTY. No Improper Use: OMMAC will not use, nor suffer or permit any person to use in any manner whatsoever, County facilities for any improper, immoral or offensive pwpose, or for any purpose in violation of any Federal, State, County or Municipal ordinance, rule, order or regulation, or of any governmental rule or regulation new in effect or thereafter enacted of adopted. In the event of such violation by OMMAC or if the COUNTY or its authorized representative shall deem any conduct on the part of OMMAC to be objectionable or improper, the COUNTY shall have the right to suspend the contract of OMMAC within twenty four (24) hours after receiving notice of such violation, conduct or practice, such suspension to continue until the violation is cured. OM MAC further agrees not to commence operation during the suspension period until the violation has been corrected to the satisfaction of the COUNTY. Prohibition of Gifts: No organization or individual shall offcr of give, either directly or indirectly, any favor, gift, loan, fee, service or other item of value to any County employee, as set forth in Chapter 112, Part III, Florida Statutes, Collier County Ethics Ordinance No 2004-05 and County Administrative Procedure 5311. Violation of this provision may result in one or more of the following consequences: a. Prohibition by thc individual, firm, and/or any employee of the firm from contact with County staff for a 3 Agenda Item No. 16F2 November 18, 2008 Page 6 of 11 specified period of time; b. Prohibition by the individual and/or firm from doing business with the County for a specified period of time, including by not limited to: submitting bids, RFP, and/or quoted; and c. immediate termination of any contact held by the individual and/or firm for cause. Termination: Should OMMAC be found to have failed to perform services in a manner satisfactory to the COUNTY as per this Agreement, the County may terminate said agreement immediately for cause; further the COUNTY may terminate this Agreement for convenience with a seven (7) day written notice. The COUNTY shall be the sole judge of non-performance. OMMAC may terminate with a written three (3) month notice. Notices: All notices form the COUNTY to OMMAC shall be deemed duly served if mailed or faxed to OMMAC at the following address: OMMAC, Ltd. PO Box 3] 6 West Mailing Kent ME195WQ UK ATTN: Oonagh McCullagh All notices from the COUNTY to OMMAC shall be deemed duly service if mailed or faxed to: Collier County Government Center Purchasing Department- Purchasing Building 3301 Tamiami Trail, East Naples, FL 341 12 ATTN: Steve Carnell OMMAC and the COUNTY may change the above mailing addresses at any time upon giving the other party written notification. All notices under this agreement must be in writing. Indemnification: To the maximum extent permitted by Florida Law, OMMAC shall indemnify and hold harmless Collier County, its officers and employees from any and all liabilities, damages, losses and costs including, but not limited to, reasonable attorney's fees and paralegals' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of OMMAC or anyone employed or utilized by OMAC in the perfonnance of this Agreement. This indemniiication obligation shall not be construed to negate, abridge or reduce any other rights of remedies which otherwise may be available to an indemnified party or person described in this paragraph. 4 Agenda Item No. 16F2 November 18. 2008 Page 7 of 11 This section does not pertain to any incident arising from the sole negligence of the COUNTY. Subject to Appropriation: It is further understood and agreed by and between the parties herein that this agreement is subject to appropriation by the Collier County Board of County Commissioners. Conflict of Interest: Contractor represents that it presently has no interest and shall acquire no interest, either direct or indirect, which would conflict in any 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. 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. 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. 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 pcrson 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 tlle parties arising out of this Agreement, the parties shall attempt to rcsolve the dispute through Mediation before an agreed-upon Circuit Court Mediator certified by tlle State of Florida. TIle mediation shall be attended by representatives of Contractor with full decision-making authority and by County's staff person who would make the presentation of any settlement reached at mediation to County's board for approval. Should either party fail to submit to mediation as required hereunder, the other party may obtain a court order requiring mediation under section 44.102, Fla. Stat. Any suit or action brought by either party to this Agreement against the other party relating to or arising out of this Agreement must be brought in the appropriate federal or state courts in Collier County, Florida. which courts have sole and exclusive jurisdiction on all such matters. 5 Agenda Item No. 16F2 November 18. 2008 Page 8 of 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. Venue shall be Collier County, Florida OMMAC Two Witnesses: By First Witness Type or Print Name and Title Type/ Print Name Second Witness Type/Print Name Date: Owner: Board of County Commissioners of Collier County Florida By: Tom Henning, Chairman ATTEST: Dwight E. 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