Item D4BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: APRIL 16, 2008 Division: TDC
Bulk Item: Yes X No _ Department:
Staff Contact Person/Phone #: Maxine Pacini
296-1552
AGENDA ITEM WORDING:
Approval to amend Agreement with Cooke Communications, L.L.C., a Delaware Limited Liability
company doing business as "FloridaKeys.com and Key West.com, to extend term of Agreement to
September 30, 2010.
ITEM BACKGROUND:
TDC approved same at their meeting of March 25, 2008
PREVIOUS RELEVANT BOCC ACTION:
BOCC approved original Agreement at their meeting of September 28, 2005.
CONTRACT/AGREEMENT CHANGES:
STAFF RECOMMENDATIONS:
Approval
TOTAL COST: $35,000 D.Y. (Bandwidth Service) BUDGETED: Yes X No
COST TO COUNTY: $35,000 SOURCE OF FUNDS: TDC
REVENUE PRODUCING: Yes X No
APPROVED BY: County Atty X
DOCUMENTATION: Included X
DISPOSITION:
Revised 11/06
AMOUNT PER MONTH Year
OMB/Purchasing X Risk Management X
Not Required
AGENDA ITEM #
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Floridakeys.com and Contract #
TDC #: 119
Keywest.com Effective Date:
10/1/08
Expiration Date:
9/30/10
Contract Purpose/Description:
Approval to amend Agreement with Cooke Communications
L L C a Delaware
Limited Liability company doing business as "FloridaKeys.com and Key West com to
extend term of Agreement to September 30, 2010.
Contract Manager: Maxine Pacini 3523
TDC # 3
(Name) (Ext.)
(Department/Stop #)
for BOCC meeting on 4/16/08 Agenda Deadline
4/1/08
CONTRACT COSTS
Total Dollar Value of Contract: $ 35,000 Current Year Portion: $
Budgeted? Yes® No ❑ Account Codes : 115-75035-530340-T85M-230-X-530340
Grant: $
County Match: $
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.
CONTRACT REVIEW
Changes Date Out
t I Needed i
Division Director Yes❑ No�
Risk Managment C.�� Yes❑ NoE
O. B./Purc-hasing �g Yes❑ No�
County Attorney -L-L eSK Yes❑ No2--- C.Hall Z o g
Comments:
UfVlt5 torM KeVlsed 212 //U 1 MUF 42
AMENDMENT (1st AMENDMENT) TO AGREEMENT
THIS AMENDMENT to agreement dated the day of 2008, is entered into by and between the Board
of County Commissioners for Monroe County, on behalf of the Tourist Development Council, and Cooke
Communications L.L.C., a Delaware Limited Liability company doing business as "FloridaKeys.com and Key
West.com" (hereinafter called the "FIRM").
WHEREAS, there was a contract entered into on September 28, 2005 between the parties, for the "Firm" to
act as a website provider for the Monroe County Tourist Development Council, and
WHEREAS, the original agreement with the "Firm" has an option to extend agreement for two additional years
beyond the expiration date of September 30, 2008;
NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the
amended agreement as follows:
Paragraph 5 of the contract shall read: The contract shall expire on September 30, 2010.
2. The remaining provisions of the contract dated September 28, 2005 remain in full force and effect.
IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written.
(SEAL)
Attest: Danny L. Kolhage, Clerk
Board of County Commissioners
of Monroe County
Deputy Clerk Mayor/Chairman
(CORPORATE SEAL) Cooke Communications L.L.C., a Delaware
Limited Liability Company Doing Business
as FloridaKeys.com/KeyWest.com
Attest:
Y
Secretary President
Print Name Print Name
OR TWO WITNESSES
(1)
(1)
Print Name
Amendment 'I I
f=loridakeys.com
Contract #: 119
(2)
(2)
Print Name
j ._� �� .�„Y ry h I iiRi" i�i�a �i
1 7 T� J i
CONTRACT
THIS CONTRACT, made and entered into this L&day of "It7 2005, A.D., by and
between MONROE COUNTY, FLORIDA, (hereinafter sometimes called the "COUNTY"), and
Cooke Communications L.L.C., a Delaware Limited Liability company doing business as
"FloridaKeys.com and Key West.com", (hereinafter called the "FIRM").
WHEREAS, FIRM is qualified to provide website services which promote tourism, and
WHEREAS, the Tourist Development Council (TDC) has recommended to COUNTY that
FIRM be awarded a contract for website services, and
WHEREAS, the COUNTY has determined it to be in the interest of tourism promotion to
enter into this Contract for website provider services with the FIRM,
NOW THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties agree as follows: That the parties hereto, for the consideration hereinafter set
forth, mutually agree as follow:
1. THE CONTRACT
The Contract between the COUNTY and the FIRM, of which this Contract is a part, consists of
the Contract documents, which are as follows: This Contract and any amendments executed by
the parties hereafter, together with the response to RFP and all required insurance
documentation. In the event of a discrepancy between the documents, precedence shall be
determined by the order of the documents as just listed.
2. SCOPE OF THE WORK
The FIRM shall provide Website-Provider- services for the Monroe County TDC as described
below:
a) Key Personnel: This Contract is a "professional services Contract" with the
expectation that principal personnel will be performing the services. A list of the
principal personnel will be given to the TDC for their record and the TDC shall be
informed of any changes in TDC Account Managers position.
b) At least one account manager(s) shall meet with the Monroe County TDC at all
regularly scheduled meetings of the TDC and at any other times as directed by the
TDC.
c) The FIRM agrees to assign a Website Account Manager who will devote such time
and effort as necessary to the account on a priority basis, including full time and
emergency situations when required. Duties of the Account Manager or FIRM's
assigned representative will include contact as required with the Chairman of the
TDC and Marketing Director or other designee. Other duties include consultations
with TDC staff, TDC Advisory Committees from the five districts and Umbrella
Committees within the Keys as directed by the TDC; participation in, and
coordination of other related areas of tourism development as it relates to the
development of an effective website marketing program to the TDC as designated
in Section within the Scope of Services.
FloridaKeys.com Website Provider 2005
3. The FIRM agrees to the following services:
a) The FIRM shall design, program and maintain host site (the Worldwide Web) for the
COUNTY on behalf of the TDC who retains all approvals.
b) The site shall be comprehensive including a home page, TDC district content, special
umbrella sections, places to stay, things to do and see, a calendar of events,
accommodations search programs, transportation, news releases, emergency crisis
management situation changes, electronic brochures, videos, live cams, and other site
categories which may require regular updating as deemed appropriate for marketing
purposes by the TDC.
c) The FIRM must be available to meet with District Advisory Committees, Umbrella
Committees, marketing agencies of record, TDC board and TDC staff at regular set
meetings or upon request.
d) The FIRM agrees that the TDC will have editorial control and approval of the site and all
contents.
e) The FIRM agrees that the TDC along with their marketing agencies of record have the
right to provide input into the design and creative content of the site. This shall be done by
FIRM upon approval of the TDC and direction by the TDC director.
f) The FIRM shall furnish and maintain real time images (live web cams) on the TDC
website at different locations or events in Monroe County as mutually agreed by all parties.
g) The FIRM shall furnish the setup and the capability to download any of the TDC
promotional collateral products as on-line electronic fulfillment. These should be in portable
document format (PDF) and the FIRM shall provide a monthly report on the number of
downloads of each category
h) The FIRM shall provide a search mechanism for the site.
i) The FIRM shall furnish the setup and capability to develop travel trade fulfillment such as
travel agent request forms and meeting planner's RFP forms to be sent electronically.
j) The FIRM shall furnish a list server service to capture e-mail addresses for Monroe
County TDC promotions. The TDC will own the e-mail addresses for their promotional use
only.
k) The FIRM must host the site with state of the art equipment connected to high tier of the
Internet backbone. The FIRM should host the site on redundant drives or redundant
services.
1) The FIRM shall guarantee service uptime at over
conditions of the Force Majeure paragraph of this Contract,
FloridaKeys.com Website Provider 2005
99% except as excused by the
PA
m) The FIRM agrees to identify and furnish safe guards and backups located in different
geographical areas to protect electronic data and programming from both natural and
manmade disasters so to provide continuous service.
n) The FIRM shall submit the site to all major search engines on a regular basis to be
determined by meeting the submission policies each of the various search engines.
o) The FIRM shall furnish monthly reports to the TDC which will track the number of user
sessions, most requested pages, top referring URLs, top search engines, top search
keywords or phrase, and other requested TDC research assessment of services reports.
The report numbers may be audited and verified by an independent entity.
p) The FIRM shall have the right to create websites, click-throughs and Internet ads for our
tourism industry partners and charge the industry for those services. The FIRM agrees to
have dedicated sales staff to adequately cover all of Monroe County in equal marketing
sales distribution efforts.
q) The FIRM shall implement a password protected content management interface
capability to be utilized by the FIRM, TDC director and TDC marketing agencies of record.
r) The TDC shall have the sole and exclusive right to the authorization of sales,
merchandising, reservation system or any mode of revenue producing program, which
authorization shall be established through guidelines approved by the TDC as shown in
Exhibit A.
s) The TDC agrees that the artwork, editorial and photographic material — to be commonly
known as `data' collected or prepared by the TDC and/or its contracted agencies will be
released to FIRM at no charge for use solely in the official web site, unless protected by
copyrights, exclusive -use agreement.
t) The TDC shall have the ability for the TDC Web Editor to manage free listings on the site
in tourism categories approved by the TDC.
4. COMPENSATION:
a) The FIRM shall provide all services and support as listed in the Scope of Services at
no charge to COUNTY or TDC in exchange for the exclusive right of advertising revenues
generated from the website. The TDC shall have the right to place sponsorship or partnership
logo signature(s) on the site. The logo signature(s) in a mutually agreed upon format and
location will be at no cost to the TDC.
The FIRM may charge the COUNTY for special projects approved by the TDC or Director
outside the scope of services such as new site enhancements which require the FIRM to pay for
the technology, equipment and production costs needed for use. These special projects shall
be paid for through normal COUNTY purchase order procedures.
b) Bandwidth Service — FIRM will be paid on an annual basis, a fee for the service
providing electronic brochures and downloading of videos from the website. These downloads
are expected to average over 10,000 gigabytes of bandwidth transfer per year with great spike
fluctuations occurring with certain events or news. FIRM shall have enough bandwidth capacity
to handle this average load in addition to having immediate access to additional bandwidth
capacity as such peak times or events dictate. The annual cost for this service will be $35,000
FloridaKcys.com Website Provider 2005
3
which shall be paid in eleven 01) monthly payments of $2,916 and one 1)
Upon approval to exercise option to extend this contract for an additionaltwo 2 nt a $ eri
the annual cost of service may be adjusted. Monroe County's performance and obligaiionto , under this Contract is contingent upon an annual appropriation by the BOCC. pay
c) Advertising sales guidelines are established within Exhibit A.
5. TERM OF CONTRACT: The term of this Contract is for three years, commencing on the
1't day of October, 2005, and ending on the 30th day of September, 2008, with an option to
extend for an additional two (2) year period.
6. FIRM'S ACCEPTANCE OF CONDITIONS
a) The FIRM hereby agrees that it has carefully examined the specifications for which
the FIRM shall provide services and assumes full responsibility therefore. The provisions of the
Contract shall control any inconsistent provisions contained in the specifications. Under no
circumstances, conditions, or situations shall this Contract be more strongly construed against
the COUNTY than against the FIRM.
b) Any ambiguity or uncertainty in the specifications shall be interpreted and
construed by the COUNTY, and the COUNTY's decision shall be final and binding upon all
parties.
c) The passing, approval, and/or acceptance by the COUNTY of any of the services
furnished by the FIRM shall not operate as a waiver by the COUNTY of strict compliance with
the terms of this Contract, and specifications covering the services. Failure on the part of the
FIRM, immediately after Notice to Correct shall entitle the COUNTY, if it sees fit, to correct same
and recover the reasonable cost of such replacement and/or repair from the FIRM, who in any
event shall be jointly and severally liable to the COUNTY for all damage, loss, and expense
caused to the COUNTY by reason of the FIRM's breach of this Contract and/or his failure to
comply strictly and in all things with this Contract and with the specifications
d) The FIRM agrees that the TDC may designate representatives to visit the FIRM's
facility(ies) periodically to evaluate operations during the FIRM's normal business hours.
e) The FIRM has, and shall maintain throughout the term of this Contract, appropriate
licenses and approvals required to conduct its business, and that it will at all times conduct its
business activities in a reputable manner. Proof of such licenses and approvals shall be
submitted to the COUNTY upon request.
7. FIRM'S FINANCIAL RECORDS
this Contract in accordance with generally accepted accounting
FIRM shall maintain all books, records, and documents directly pertinent to performance under
principles consistently applied.
Each party to this Contract or their authorized representatives shall have reasonable and timely
access to such records of each other party to this Contract for public records purposes during
the term of the Contract and for four years following the termination of this Contract. If an
auditor employed by the COUNTY or Clerk determines that monies paid to FIRM pursuant to
this Contract were spent for purposes not authorized by this Contract, the FIRM shall repay the
monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the
monies were paid to FIRM.
8. PUBLIC ACCESS
The COUNTY and FIRM shall allow and permit reasonable access to, and inspection of, all
documents, papers, letters or other materials in its possession or under its control subject to the
provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and FIRM in
FloridaKeys.coin Website Provider 2005
4
conjunction with this Contract; and the COUNTY shall have the right to unilaterally cancel this
Contract upon violation of this provision by FIRM.
9. HOLD HARMLESS
The FIRM covenants and agrees to indemnify and hold harmless Monroe County Board of
County Commissioners and the TDC from any and all claims for bodily injury (including death),
personal injury, and property damage (including property owned by Monroe County) and any
other losses, damages, and expenses (including attomey's fees) which arise out of, in
connection with, or by reason of services provided by the FIRM or any of its Subcontractor(s) in
any tier, occasioned by the negligence, errors, or other wrongful act of omission of the FIRM or
its Subcontractors in any tier, their employees, or agents.
The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements
contained elsewhere within this Contract.
10. INDEPENDENT CONTRACTOR
At all times and for all purposes under this Contract the FIRM is an independent Contractor and
not an employee of the Board of County Commissioners of Monroe County. No statement
contained in this Contract shall be construed so as to find the FIRM or any of his employees,
Contractors, servants, or agents to be employees of the Board of County Commissioners of
Monroe County.
11. NONDISCRIMINATION
COUNTY and FIRM agree that there will be no discrimination against any person, and it is
expressly understood that upon a determination by a court of competent jurisdiction that
discrimination has occurred, this Contract automatically terminates without any further action on
the part of any Ply, effective the date of the court order. COUNTY or FIRM
with all Federal and Florida statutes, and all local ordinances as applicable,� to comply
to
nondiscrimination. These include but are not limited to: 1) Title VI of th
e CivilRigh s relating of
1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2)
Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-
1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act
of 1973, as amended (20 USCs.794), which prohibits discrimination on the basis of handicaps;
4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits
discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-
255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of
1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or
alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and
290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8)
Title VIII of the Civil Rights Act of 1968 (42 USC S. et seq.), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities
Act of 1990 (42 USCs. 1201 Note), as maybe amended from time to time, relating to
nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13, Art. VI, prohibiting
discrimination on the bases of race, color, sex, religion, disability, national origin, ancestry,
sexual orientation, gender identity or expression, familial status or age; and 11) Any other
nondiscrimination provisions in any Federal or state statutes which may apply to the parties to,
or the subject matter of, this Contract.
FloridaKeys.com Website Provider 2005
12. ASSIGNMENT/SUBCONTRACT
The FIRM shall not assign or subcontract its obligations under this Contract, except in writing
and with the prior written approval of the Board of County Commissioners of Monroe County
and FIRM, which approval shall be subject to such conditions and provisions as the Board may
deem necessary and pursuant to the recommendation of the COUNTY Court Administrative
Judge. This paragraph shall be incorporated by reference into any assignment or subcontract
and any assignee or subcontractor shall comply with all of the provisions of this Contract.
Unless expressly provided for therein, such approval shall in no manner or event be deemed to
impose any additional obligation upon the board.
13. COMPLIANCE WITH LAW
In providing all services/goods pursuant to this Contract, the FIRM shall abide by all statutes,
ordinances, rules and regulations pertaining to, or regulating the provisions of, such services,
including those now in effect and hereinafter adopted. Any violation of said statutes,
ordinances, rules and regulations shall constitute a material breach of this Contract and shall
entitle the Board to terminate this Contract immediately upon delivery of written notice of
termination to the FIRM. The FIRM shall possess proper licenses to
accordance with theses Perform work in
specifications throughout the term of this Contract.
14. DISCLOSURE AND CONFLICT OF INTEREST
The FIRM represents that it, its directors, principles and employees, presently have no interest
and shall acquire no interest, either direct or indirect, which would conflict in any manner with
the performance of services required by this Contract, as provided in Sect. 112.311, et. seq.,
Florida Statutes. COUNTY agrees that officers and employees of the COUNTY recognize and
will be required to comply with the standards of conduct for public officers and employees as
delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or
acceptance of gifts; doing business with one's agency; unauthorized compensation;
misuse of
public position, conflicting employment or Contractual relationship; and isclos eor use of
certain information.
Upon execution of this Contract, and thereafter as changes may require, the FIRM shall notify
the COUNTY of any financial interest it may have in any and all programs in Monroe County
which the FIRM sponsors, endorses, recommends, supervises, or requires for counseling,
assistance, evaluation, or treatment. This provision shall apply whether or not such program is
required by statute, as a condition of probation, or is provided on a voluntary basis.
The COUNTY and FIRM warrant that, in respect to itself, it has neither employed nor retained
any company or person, other than a bona fide employee working solely for it, to solicit or
secure this Contract and that it has not paid or agreed to pay any person, company, corporation,
individual, or firm, other than a bona fide employee working solely for it, any fee, commission,
percentage, gift, or other consideration contingent upon or resulting from the award or making of
this Contract. For the breach or violation of the provision, the FIRM agrees that the COUNTY
shall have the right to terminate this Contract without liability and, at its discretion, to offset from monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or
consideration.
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15. ARREAR§
The FIRM shall not pledge the COUNTY's credit or make it a guarantor of payment or surety for
any Contract, debt, obligation, judgment, lien, or any form of indebtedness. The FIRM further
warrants and represents that it has no obligation or indebtedness that would impair its ability to
fulfill the terms of this Contract.
16. NOTICE REQUIREMENT
Any notice required or permitted under this Contract shall be in writing and hand delivered or
mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the
following:
FOR COUNTY
Mr. Harold Wheeler
Monroe County TDC
1201 White Street, Suite 102
Key West, FL 33040
FOR FIRM:
Thomas Cooke, CEO
FloridaKeys.com
1201 White Street, Suite 103
Key West, FL 33040
and COUNTY Attorney
PO Box 1026
Key West, FL. 33041-1026
17. TAXES
The COUNTY is exempt from payment of Florida State Sales and Use taxes. The FIRM shall
not be exempted by virtue of the COUNTY's exemption from paying sales tax to its suppliers for
materials used to fulfill its obligations under this Contract, nor is the FIRM authorized to use the
COUNTY's Tax Exemption Number in securing such materials. The FIRM shall be responsible
for any and all taxes, or payments of withholding, related to services rendered under this
Contract.
18. TERMINATION
a) The COUNTY may terminate this Contract for cause with seven (7) days notice to
the FIRM. Cause shall constitute a breach of the obligations of the FIRM to
Perform the services enumerated as the FIRM's obligations under this Contract.
b) Either of the parties hereto may terminate this Contract without cause by giving the
other party ninety days (90) days written notice of its intention to do so.
19• GOVERNING LAW VENUE INTERPRETATION (;OSTS AND FEES
a) This Contract shall be governed by and construed in accordance with the laws of
the State of Florida applicable to Contracts made and to be performed entirely in the State.
b) In the event that any cause of action or administrative proceeding is instituted for
the enforcement or interpretation of this Contract, the COUNTY and FIRM agree that venue will
lie in the appropriate court or before the appropriate administrative body in Monroe County
Florida. ,
c) The COUNTY and FIRM agree that, in the event of conflicting interpretations of
the terms or a term of this Contract by or between any of them the issue shall be submitted to
mediation prior to the institution of any other administrative or legal proceeding.
FtoridaKeys.com Website Provider 2005
d) Severability. If any term, covenant, condition or provision of this Contract (or the
application thereof to any circumstance or person) shall be declared invalid or unenforceable to
any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and
provisions of this Contract, shall not be affected thereby; and each remaining term, covenant,
condition and provision of this Contract shall be valid and shall be enforceable to the fullest
extent permitted by law unless the enforcement of the remaining terms, covenants, conditions
and provisions of this Contract would prevent the accomplishment of the original intent of this
Contract. The COUNTY and FIRM agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision.
e) Attorney's Fees and Costs. The COUNTY and FIRM agree that in the event any
cause of action or administrative proceeding is initiated or defended by any party relative to the
enforcement or interpretation of this Contract, the prevailing
attomey's fees, court costs, investigative, and out -of Party shall be entitled to reasonable
non -prevailing -Pocket expenses, as an award against the
-P g party, and shall include attorney's fees, courts costs, investigative, and out -of.
pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted
pursuant to this Contract shall be in accordance with the Florida Rules of Civil Procedure and
usual and customary procedures required by the circuit court of Monroe County.
f) Adjudication of Disputes or Disagreements. COUNTY and FIRM agree that all
disputes and disagreements shall be attempted to be resolved by meet and confer sessions
between representatives of each of the parties. If no resolution can be agreed upon within 30
days after the first meet and confer session, the issue or issues shall be discussed at a public
meeting of the Board of County Commissioners. If the issue or issues are still not resolved to
the satisfaction of the parties, then any party shall have the right to seek such relief or remedy
as may be provided by this Contract or by Florida law.
g) Cooperation. In the event any administrative or legal proceeding is instituted
against either party relating to the formation, execution
COUNTY and FIRM agree to participate, to the exten rf���' or breach of this Contract,
p pa
required by the other party, in all
proceedings, hearings, processes, meetings, and other activities related to the substance of this
Contract or provision of the services under this Contract. COUNTY and FIRM specifically agree
that no party to this Contract shall be required to enter into any arbitration proceedings related to
this Contract.
20. BINDING EFFECT
The terms, covenants, conditions, and provisions of this Contract shall bind and inure to the
benefit of the COUNTY and FIRM and their respective legal representatives, successors, and
assigns.
21. _AUTHORITY
Each party represents and warrants to the other that the execution, delivery and performance of
this Contract have been duly authorized by all necessary COUNTY and corporate action, as
required by law.
22. CLAIMS FOR FEDERAL OR STATE AID
FIRM and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain
federal and state funds to further the purpose of this Contract; provided that all applications,
requests, grant Proposals, and funding solicitations shall be approved by each party prior to
submission.
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23. PRIVILEGES AND IMMUNITIES
All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules
and pensions and relief, disability, workers compensation, and other benefits which apply to the
activity of officers, agents, or employees of any public agents or be
of the COUNTY,
limits of th
when performing their respective functions under this Contract within the territorial limie
COUNTY shall apply to the same degree and extent to the performance of such functions and
duties of such officers, agents, volunteers, or employees outside the territorial
COUNTY. limits of the
24• L_ E%L OBLIGATIONS AND RESPONSIBILITIES
Non -Delegation of Constitutional or Statutory Duties. This Contract is not intended to, nor shall
it be construed as, relieving any participating entity from any obligation or responsibility imposed
upon the entity by law except to the extent of actual and timely performance thereof by any
Participating entity, in which case the performance may be offered in satisfaction of the
obligation or responsibility. Further, this Contract is not intended to, nor shall it be construed as,
authorizing the delegation of the constitutional or statutory duties of the COUNTY, except to the
extent permitted by the Florida constitution, state statute, and case law.
25. NON -RELIANCE BY NON ARTIES.
No person or entity shall be entitled to rely upon the terms of this Contract to enforce or attempt
to enforce any third -party claim or entitlement to or benefit of any service or program
contemplated hereunder, and the COUNTY and the FIRM agree that neither the COUNTY nor
the FIRM or any agent, officer, or employee of either shall have the authority to inform, counsel,
or otherwise indicate that any particular individual or group of individuals, entity or entities, have
entitlements or benefits under this Contract separate and apart, inferior to, or superior to the
community in general or for the purposes contemplated in this Contract.
26. ATTESTATIONS
FIRM agrees to execute such documents as the COUNTY may reasonably require, to include a
Public Entity Crime Statement, an Ethics Statement, and a Drug -Free Workplace Statement.
27. NO PERSONAL LIABILITY
No covenant or agreement contained herein shall be deemed to be a covenant or agreement
of
any member, officer, agent or employee of Monroe County in his or her individual g ent
no member, officer, agent or employee of Monroe County shall be liable personally his
Contract or be subject to any personal liability or accountability by reason of the execution of
this Contract.
28. INSURANCE: The FIRM shall maintain the following required insurance throughout the
entire term of this contract and any extensions. Failure to comply with this provision may result
in the immediate suspension of all work until the required insurance has been reinstated or
replaced. Delays in the completion of work resulting from the failure
required insurance shall not extend any deadlines specified in this of the FIRM to maintain thecontract and any penalties
and failure to perform assessments shall be imposed as if the work had not been suspended,
except for FIRM's failure to maintain the required insurance.
The FIRM shall provide, to the COUNTY, as satisfactory evidence of the required
insurance, either
` Certificate of Insurance
or
FloridaKeys.com Website Provider 2005
A Certified copy of the actual insurance policy
The COUNTY, at its sole option, has the right to request a certified copy of any or all
insurance policies required by this contract.
All Insurance policies must specifiy that they have a thirty (
30) non -renewal, material change in old language ve day nOb� of cancellation,
The acceptance and/or approval of the FIRM s insurances alll relieving the FIRM from any liability or obligation assumed under this not agreement
construed as
law. agreement or imposed by
The Monroe County Board of County Commissioners its employees and officials shall be
included as an "Additional Insured° on all insurance policies, (except for Workers'
Compensation.) as their interests may appear in all policies issued to satisfy these
requirements.
Any deviations from these General Insurance Requirements must be requested in writing
on the COUNTY prepared form entitled "Request for Waiver of Insurance Requirements". Any
deviation must be approved in writing by Monroe County Risk Management.
A. Prior to the commencement of work governed by this agreement the FIRM shall
obtain Workers' Compensation Insurance with limits sufficient to comply with Florida Statute
440.
less than: In addition, the FIRM shall obtain Employers' Liability Insurance with limits of not
$100,000 Bodily Injury by Accident
$5'W,000 Bodily Injury by Disease
$100,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of this agreement.
Coverage shall be provided by a company or companies authorized to transact
business in the state of Florida and the company or companies must maintain a minimum rati
of A -VI, as assigned by the AM Best Company. ng
B. Prior to the commencement of work governed by this agreement the FIRM shall
obtain General Liability Insurance. Coverage shall be maintained throughout the life of the
agreement and include, as a minimum:
Premises Operations
Products and Completed Operations
Blanket Contractual Liability
Personal Injury Liability
" Expanded Definition of property Damage
The minimum limits acceptable shall be:
$1, 000, 000 per occurrence, and $1, 000, 000 aggregate
If split limits are provided, the minimum limits acceptable shall be:
$ 5W, 000 per person
$1, 000, 000 per Occurrence
$ 100,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a Claims
Made policy, its provisions should include coverage for claims filed on or after the effective date
of this agreement. In addition, the period for which claims may be reported should extend for a
minimum of twelve (12) months following the acceptance of work by the COUNTY.
The Monroe County Board of County Commissioners shall be named as Additional
Insured as their interests may appear (see attached document for full text) on all insurance
Policies issued to satisfy the above requirements.
FloridaKeysxom Website Provider 2005
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29. EXECUTION IN COUNTERPARTS
This Contract may be executed in any number of counterparts, each of which shall be regarded
as an original, all of which taken together shall constitute one and the same instrument and any
of the parties hereto may execute this Contract by signing any such counterpart.
30. SECTION HEADINGS
Section headings have been inserted in this Contract as a matter of convenience of reference
only, and it is agreed that such section headings are not a part of this Contract and will not be
used in the interpretation of any provision of this Contract.
IN WITNESS WHEREOF the parties hereto have executed this Contract on the day and
date first written above in five (5) counterparts, each of which shall, without proof or accounting
for the other counterparts, be deemed an original Contract.
(SEAL)
Attest: DANNY L. KOLHAGE, CLERK
Deputy Clerk
(SEAL)
Attest:
By: -
-----------------------
WITNESS
FloridaKeys.com Wcbsite Provider 2005
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By: 4 4M—agy
o►/C�an
Cooke Communications L.L.C., a Delaware
Limited Liability Company Doing Business as
FloridaKeys.com/KeyWest.com
By:
President
k4ONROE -ai rORNEY
,n�cWy�� AS R
I1 S ZANNE IJTTO
,SSISTAN=0U% YgTTOFNE
s_ �-
Website Provider Sales Guidelines EXHIBIT A
This document will serve as guidelines and authorization to facilitate the website provider sales for the
Monroe County Tourist Development Council (TDC) website.
Advertising:
Banner Ads
The FIRM will have the opportunity to sell and place banner ads on the Web site. The banner ads should
conform to Internet standards pertaining to size and functionality to be approved by the TDC
rotating 468x60 banner ad and one (1) fixed 120x240 banner ad per web page.
Hyperlinks
One (1)
Advertising in the form of transporting hyperlinks can be sold throughout the Web site. The TDC will
allow links to tourist industry associations or organizations such as chambers of commerce, lod 'n
associations, attractions, etc. at no cost at agreeable locations. g
Web Cam Sponsorships
FIRM can sell sponsorships for live Web cams at different locations throughout the Keys.
Advertising Allowances and Restrictions
I. FIRM can sell advertising to any national or international business that has a tourist related
business interest in the Florida Keys.
2. Local businesses should be limited to advertising in the Web site section relating to the
geographical region (TDC District) where the business is conducted. If business is conducted
throughout the Keys, then that company can advertise throughout the entire Web site.
I As new forms of Internet advertising evolve, the FIRM will have the opportunity to incorporate
these as well, however, prior to implementation the firm should receive approval from the TDC.
Merchandising
There is to be no TDC related merchandising agreement without TDC approval in advance.
Reservation Services
There is no TDC Web site related reservation service as of this date.
FloridaKeys.com Website Provider 2005
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