Item D
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: MAY 20, 2009
Division:
TDC
Bulk Item: Yes -1L- No
Department:
Staff Contact PersonlPhone #:Maxine Pacini - 296-1552
AGENDA ITEM WORDING:
Approval of an Amendment to Agreement with Tinsley Advertising and Marketing, Inc. to exercise
option within Agreement to extend the Agreement for an additional two year period to September 30,
2011.
ITEM BACKGROUND:
TDC approved same at their meeting of April 28, 2009
PREVIOUS RELEVANT BOCC ACTION:
BOCC approved original Agreement at their meeting of September 20, 2006
CONTRACT/AGREEMENT CHANGES:
Amend to extend for an additional two year period
STAFF RECOMMENDATIONS:
Approval
TOT AL COST: Based on Commission INDIRECT COST: N/ A BUDGETED: Yes X
COST TO COUNTY: Based on Commission SOURCE OF FUNDS: TDC
REVENUE PRODUCING: Yes ~ No AMOUNT PER MONTH_ Year
APPROVED BY: County Ally -L ~lPurchaSing ~ Risk Management X
DOCUMENTATION:
Included X
Not Required_
DISPOSITION:
AGENDA ITEM #
Revised 1/09
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Tinsley Advertising and Contract # TDC#: 210
-
Marketing, Inc. Effective Date: 10/1/06
Expiration Date: 9/30/2011
Contract Purpose/Description:
Approval of an Amendment to Agreement with Tinsley Advertising and Marketing, Inc.
to exercise option within Agreement to extend the Agreement for an additional two year
period to September 30,2011.
Contract Manager: Maxine Pacini 3523 TDC # 3
(Name) (Ext. ) (Department/Stop #)
for BOCC meeting on 5/20/09 Agenda Deadline 5/5/09
CONTRACT COSTS
Total Dollar Value of Contract: $
NoD
Based on
Commission
Account Codes: SEE ATTACHED
Current Year Portion: $
Budgeted? Yes[gJ
Grant: $
County Match: $
ADDITIONAL COSTS
Estimated Ongoing Costs: $_/yr For:
(N ot included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Changes
<JI~t; };:/Y Needed
Division Director vpt::lI.V1 YesD No0'
Risk Management 3?JJ 7Y; YesD No[9'"
Ie ~~ ff ,,\ '2fT\1. ~
O.M.13./Purch~ing ~01 Y esD No~
County Attomey ~~ YesDNo~
Date Out
C. Hall
"'\
Comments:
OMB Form Revised 2/27/01 MCP #2
115 75011 530340 Te 95 239 X 530480 GENERIC ARTS 226,240
115 75022 530340 T F 95 239 X 530340 GENERIC FISHING ADS 283,550
115 75033 530340 TO 95 239 X 530480 DIVE UMBRELLA 450,000
116 76065 530340 TG 96 378 X 530340 MEDIA MATERIALS 142,400
116 76065 530340 TG 96 378 X 530470 MEDIA MATERIALS 7,600
116 76065 530340 TG 96 379 X 530340 ADVERTISING EXPENSES 29,500
116 76065 530340 TG 96 379 X 530400 ADVERTISING EXPENSES 5,500
116 76065 530340 TG 96 379 X 530410 ADVERTISING EXPENSES 15,000
116 76065 530340 TG 96 239 X 530480 PROMOTIONAL ADVERTISING 2,820,000
116 76065 530340 TG 96 380 X 530340 COLLATERAL MATERIALS 3,000
116 76065 530340 TG 96 380 X 530470 COLLATERAL MATERIALS 77,000
116 76660 530340 TG 96 336 X 530340 DAC I AD CAMPAIGN 950,049
116 76660 530340 TG 96 337 X 530340 DAC II AD CAMPAIGN 110,507
116 76660 530340 TG 96 338 X 530340 DAC III AD CAMPAIGN 269,336
116 76660 530340 TG 96 350 X 530340 DAC IV AD CAMPAIGN 244,661
116 76660 530340 TG 96 339 X 530340 DAC V AD CAMPAIGN 259,833
117 77020 530480 T P 97 239 X 530480 DISTRICT #1 AD CAMPAIGN 1,129,518
118 78020 530480 T P 98 239 X 530480 DISTRICT #2 AD CAMPAIGN 242,525
119 79020 530480 T P 99 239 X 530480 DISTRICT #3 AD CAMPAIGN 164,741
120 70020 530480 T P 90 239 X 530480 DISTRICT AD CAMPAIGN 646,016
121 71020 530480 TP 91 239 X 530480 DISTRICT #5 AD CAMPAIGN 563,357
AMENDMENT (1st AMENDMENT) TO AGREEMENT
THIS AMENDMENT to agreement dated the day of 2009, is entered into by and between
the Board of County Commissioners for Monroe County ("County"), on behalf of the Tourist Development
Council, and Tinsley Advertising and Marketing, Inc. (hereinafter called the "FIRM").
WHEREAS, there was a contract entered into on September 20, 2006 between the parties, for the
"Finn" to provide advertising services which promote tourism; 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, 2009; and
WHEREAS, the County wishes to exercise this option.
NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to
the amended agreement as follows:
1. Paragraph 1 of the contract shall read: The contract shall expire on September 30,2011.
2. The remaining provisions of the contract dated September 20, 2006 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)
Attest:
Tinsley Advertising and Marketing, Inc.
Secretary
By.
Print Name
J/ In r:tAr/AG-A'N
Print Name
OR TWO WITNESSES
(1)
(1 )
Print Name
(2)
(2)
Print Name
Amendment If I
Tinsley Advertising
Contract #: 210
ADVERTISING AGENCY AGREEMENT
II.^~ ()J
THIS AGREEMENT ("Agreement") is entered into this 00 day of .~,' 2006, by and
between Monroe County, a political subdivision of the state of Florida, ("County") and Tinsley
Advertising and Marketing, Inc., a corporation ("Firm").
WITNESSETH:
and
WHEREAS, Firm is qualified to provide advertising services which promote tourism;
WHEREAS, the Monroe County Tourist Development Council (TOC) is an advisory
body to County and has recommended to County that Firm be awarded a contract for
advertising services; and
WHEREAS, County desires to enter into this Agreement for advertising services with
the Firm;
NOW, THEREFORE, the parties agree as follows:
1. Term: The term of this agreement is for a period of three (3) years beginning
October 1, 2006 and expiring on September 30, 2009. The County has an option to extend
this agreement for an additional two (2) year period beyond the initial award period upon the
same terms, upon 90 days prior written notice of the Agreement extension to Firm, and
subject to negotiation of monetary terms listed under Compensation (Paragraph 3.d.2.) as
approved by the TOC.
2. Scope of Services: The Firm will serve as the full-service advertising agency for
the Monroe County TOC and County. The Firm and the advertising programs are subject to
review by the Monroe County TOC.
A. Key Personnel: This agreement is a professional service agreement with
expectation that principal personnel performing the services are those personnel listed.
Notice of any change in personnel shall be sent to the TOC and County. The principals
assigned are the following:
1) Sandra Tinsley, Chairman of the Board
2) Jim Flanagan, President
MINIMUM STAFF PERSONNEL ASSIGNED:
1) Account Management Supervisor; approved by the Chairman of the
TOC and Marketing Director
2) Account Supervisor; Account Executive; and additional staff within the
normal services will be assigned as required.
B. At least one of the principals shall meet with the Monroe County TOC at
all regularly scheduled meetings of the TOC and Advisory Committee's, and at any other
times as directed by the TOC.
Tinsley Advertising Agency Agreement :2006
C. Firm agrees to assign an advertising account supervisor who will devote
such time and effort as necessary to the account on a priority basis, including full time when
required. Duties of the Account Supervisor will include contact as required with the Chairman
or Vice-chairman of the TOC, Marketing Director or other designee. Other duties include
regular consultation visits throughout Monroe County; consultations with TOC Advisory
Committees within the Keys, and interfacing with other agencies of record such as Public
Relations and Website provider as directed by the TOC; participation in, and coordination of,
media planning; coordination of production and traffic activities with the Firm; coordination of
and liaison with mail fulfillment services on behalf of the TOC; and liaison with private sector
resorts, attractions and other tourism related fields in Monroe County, relating to the
development of an effective advertising program for the Florida Keys.
O. Firm agrees that time is of the essence, and to provide on a timely basis,
copy and concepts and supervision of tangible materials for media and collateral production
materials, including: radio and television, print, internet, website, outdoor, direct mail or any
such technology which may be employed to further the objectives of the TOC; traffic and
billing of media and collateral production materials.
E. Firm shall provide input into the design and creative content of the
website.
F. Firm shall employ its knowledge of available media and media research,
and normal use of outside media research services to which the Firm subscribes for the
purpose of planning media advertising programs.
G. Firm shall counsel County in the use of special media, marketing,
product and consumer research as may be advisable.
H. Firm shall formulate and recommend media plans based on written
objectives established within the TOC marketing plan and reviewed on an annual basis.
I. Firm shall order space, time or other means of media to be
used, endeavoring to secure the most advantageous rates available, checking and verifying
such media use, auditing and paying invoices to media.
J. Firm shall negotiate special talent fees in accordance with trade
agreements to be more inclusive of total work and keep costs to a
minimum.
K. Firm shall establish agreements with sub-contractors for production,
traffic and other marketing services.
L. Firm shall obtain written pre-approval on all advertising, media, projects
and materials from the TOC Marketing Director or TOC Chairman.
M.. Firm shall have all media and production expense accounts placed on
individual purchase orders. All invoices shall have the proper purchase
order number. No invoice will be paid unless account funds are
Tinsley Advertising Agl:ncy Agreement 2006
2
available. No invoices will be paid outside the advertising budget without
TOC approval.
3. Compensation: Compensation shall be paid, subject to availability of Tourist
Development Tax Funds and approved purchase orders as follows:
A. Media Placement:
1) Firm shall be compensated for media placement at the net cost to
agency plus 13% percent commission. Net rate is the actual negotiated paid cost for media
placement to the vendor without any markup costs. This will include all generic and district
campaigns, cultural, fishing and diving umbrella campaigns, and all co-op advertising
placement. Cooperative advertising is established to provide lodging accommodations and
other tourist related businesses within Monroe County, so to buy into TOC advertisements at
a cost effective rate.
2) Firm shall be reimbursed for projects designated as special projects
in the annual marketing plan and approved by the TOC at actual costs, not to exceed the
amount budgeted by TOC, plus 13%, the total not to exceed the amount budgeted by TOC.
3) In the event of a catastrophe for Monroe County and/or for South
Florida, such as a hurricane, and subject to the provisions in paragraph 17, or other crisis
management situation, the Firm shall confer with the TOC Director and/or TOC Chairperson
and perform the same types of services described in this agreement. The Firm also agrees
that it will have protocol (See Exhibit A) in place for any catastrophe affecting the Firm's base
of operations, ie.: safeguarding of all official photography & film; facilities and equipment
available; staff availability and all other vital material relative to the continued marketing of the
Florida Keys. In addition, the Firm will ensure the ability to cancel existing media and
produce and place ongoing media.
B. Reimbursable Expenditures: The County shall reimburse the Firm for all
approved expenditures and payments made on the County's behalf for media placement
subject to state and County rules and regulations. Packaging, shipping, express mail,
postage, legal expenses on behalf of County, and travel expense for Firm's personnel shall
be considered reimbursable expenses, subject to County's approval. Travel expenses of
approved personnel on behalf of the business of the TOC shall be compensated at the rates
established by Florida law and County policy.
C. Invoices
1) All invoices submitted by the Firm to the TOC shall have the
proper purchase order number, and marked as to which account it is properly chargeable.
2) Normal production costs for specific pre-approved jobs will be
submitted for payment at one time upon completion.
3) No percentage will be added to Firm charges for packaging,
shipping, express mail, postage, telephone, legal fees and services and travel expenses for
Firm's personnel.
Tinslo.?Y Adwl1ising Ag...:n.:y Agn:\:n1cnt 2006
3
4) The Firm's invoices and statements shall be payable by County
according to the Florida Local Government Prompt Payment Act.
D. Production Charqes:
1) The 13% Commissions on the net media placement budget covers the cost
of: agency senior management services, account management services, media
services, accounting services and staff creative development services for
generic, DAC's, events and umbrella's advertising as follows:
(a) Existing newspaper campaign ads, including: revised layout,
new copy/copy revisions, art direction, traffic & production supervision. Note:
Computer artists and type, stats and color copies not included.
(b) All new Co-op newspaper ads including: concepts and
comprehensive layouts, copy/copy revisions, art direction, traffic & production
supervision. Note: Computer artists and type, stats and color copies not
included.
(c) Existing magazine ads, including: revised layout, new
copy/copy reVISions, art direction, traffic & production supervision. Note:
Computer artists and type, stats and color copies not included.
(d) Existing electronic marketing ads, including: revised format,
new copy/copy revisions, art direction, traffic & production supervision Note:
Computer artists and type, stats and color copies not included.
2) Creative Services Not Included: staff creative development services
for media and collateral materials, i.e.; photo shootsnv shoots/podcast videos, editing
television commercials, videos/infomercials, point of sale materials, new magazine
campaigns, new newspaper campaign, new electronic campaigns, direct mail, new brochures
and major revisions to existing brochures will be estimated and prior approval obtained for
each project at the following hourly rates:
Concepts and Comprehensive Layouts - $130.00
Senior Copywriter - $110.00
Copywriter - $95.00
Senior Art Direction & Supervision - $120.00
Broadcast Supervision - $90.00
Computer Artist & Type - $110.00
Traffic & Production Supervision - $95.00
BM! Stats - $15.00 each, color outputs $5.00 each
3) Out of pocket expenses for creative development are reimbursable at
cost plus 12% and include, but are not limited to, the following:
Photographers and Assistants
Film Production Crew
Tinsley Auvertising Agency Agreement 2006
4
Editing Facilities & Services
Audio Recording Facilities
Models/ActorsNoice-over talent
Four-Color film (for print pubs)
Retouching 4/color film
Stock photo search and usage fees
SAG and AFTRA Residuals
TV dupes, radio dupes, etc.
Printing
Media and collateral materials
The County and the TOC assume no liability to fund this agreement for an amount in excess
of this award. Payment for expenditures permissible by law and County policies shall be
made through reimbursement to Firm upon presentation of invoices, and other
documentation necessary to support a claim for reimbursement. Monroe County's
performance and obligation to pay under this agreement is contingent upon an annual
appropriation by the Board of County Commissioners.
4. Records - Access and Audits: The Firm shall maintain adequate and complete
records to justify all charges, expenses and costs incurred in performing the work for at least
four (4) years after completion of this agreement. The County shall have access to such
books, records, and documents concerning the contracted services. The access to and
inspection of such books, records, and documents by the TOC/County shall occur at any
reasonable time. Firm understands that it shall be responsible for repayment of any and all
audit exceptions identified by TOC/County. Any current or subsequent agreement awards
will be offset by the amount of any audit exceptions. In the event there are not funds still held
by TOC/County for an agreement award, the amount of audit exception shall be billed to Firm
who shall promptly pay same. Records may be subject to disclosure pursuant to Chapter
119, Florida Statutes.
5. Advertisinq Aqency of Record: Firm shall act as the agency of record for
preparation and placement of the County's TOC advertising using "bed tax" funds except as
otherwise mutually agreed upon. Firm shall perform related or special services as requested
by the TOC.
6. Indemnification and Hold Harmless: Firm agrees to indemnify and hold
harmless Monroe County, its TOC Board of Directors, officers, agents, and employees
against any claim of liability, losses and causes of action which may arise out of, in
connection with, or by reason of services provided in the fulfillment of this Agreement. It
agrees to pay all claims and losses and shall defend all suits filed due to the negligent acts,
errors or omissions of its employees and/or agents, including related court costs.
7. Property Riqhts: The County shall own and have all rights subject to Screen
Actors Guild and American Federation of TV and Radio Artists regulations and talent
contracts, to any and all layouts, copy, art work, films and other advertising materials and
records which the Firm prepared or purchased for the County's account pursuant to a
Tinsley Advertising Agency Agreement 2006
5
program, campaign, or project which the Tourist Development Council has approved in
writing, regardless of whether such material was published, displayed, broadcast, distributed
or otherwise presented prior to the termination of the agreement, provided the County has
paid for same in accordance with the provisions of this Agreement. Photography images are
available to Monroe County tourist related businesses promoting tourism with a usage
agreement policy approved by the TOC.
8. Approval and Chanqes: The TOC shall have the sole and exclusive right to
approve, modify, reject, or cancel any and all plans, proposals, submissions and other work
in progress, in which case the TOC's directions shall be immediately implemented. However,
nothing in this agreement shall be construed as requiring the Firm to violate any contractual
commitments to media made on the TOC's behalf. All contractual commitments to media
require the TOC's prior written approval. The County shall only be liable for charges
approved in writing prior to the Firm entering into such contractual commitment.
9. Termination: Termination of this agreement shall occur at the natural ending
date or earlier should either party terminate with or without cause upon providing 120 days
written notice prior to the termination date. In the event of early termination, Firm shall
exercise due diligence in carrying out its obligations under this agreement until the date of
termination. County will not be obligated to pay for any costs incurred after the effective
termination date with the exception of pre-approved contracted services.
10. Exclusive Representation: Firm agrees that it will not represent any private
resort or attraction or other destination within Monroe County or other county or city
destinations within the State of Florida without approval from the TOC and County. Provision
of creative and mechanical services for participants in co-op advertising and other County
programs is permissible.
11. Disclosure of Financial Interest: Firm agrees to disclose within thirty (30) days
of the execution of this agreement any existing financial interest in the business of its
suppliers or providers utilized in fulfillment of this agreement, and shall disclose said interests
as they may arise from time to time.
12. Laws and Requlations: It shall be understood and agreed that any and all
services, materials and equipment shall comply fully with all local, state and federal laws and
regulations.
13. Taxes: The County and TOC are exempt from federal excise and state of
Florida sales tax.
14. Finance Charqes: The County and TOC will not be responsible for any finance
charges.
15. Relations of CountyffOC and Fiirm: It is the intent of the parties hereto that
Firm shall be legally considered as an independent contractor and that neither it nor its
employees shall, under any circumstances, be considered servants or agents of the County
and TOC. County and TOC shall at no time be legally responsible for any negligence on the
rinsl.;y Advatising Ag.;n\:y Agr\?~m.;nt 2006
6
part of Tinsley Advertising & Marketing Inc., its employees or agents, resulting in either bodily
or personal injury or property damage to Firm, any individual, or corporation.
16. Disclosure: Firm shall be required to list any or all potential conflicts or interest,
as defined by Florida Statute 112 and Monroe County Code and shall disclose to the County
and TDC all actual or proposed conflicts of interest, financial or otherwise, direct or indirect,
involving any client's interest which may conflict with the interest of the County and TDC.
17. Force Majeure: Firm shall not be liable for delay in performance or failure to
perform, in whole or in part, the services due to the occurrence of any contingency beyond its
control or the control of any of its subcontractors or suppliers, including labor dispute, strike,
labor shortage, war or act of war, whether an actual declaration thereof if made or not
insurrection, sabotage, riot or civil commotion, act of public enemy, epidemic, quarantine
restriction, accident, fire, explosion, storm, flood, drought or other act of God, act of any
governmental authority, jurisdictional action, or insufficient supply of fuel, electricity, or
materials or supplies, or technical failure where Firm has exercised reasonable care in the
prevention thereof, and any such delay or failure shall not constitute a breach of this
agreement. However, Firm shall, within one week of such event, make alternative
arrangements to ensure that services continue uninterrupted.
18. Assiqnment: Firm shall not assign, transfer, convey, sublet or otherwise
dispose of this agreement, or of any or all of its rights, title or interest therein, or its power to
execute such agreement to any person, new owner, company or corporation without prior
written consent of the County.
19. Compliance With Laws - Non Discrimination: Firm shall comply with all
international, federal, state and local laws and ordinances applicable to the work or payment
for work thereof, and shall not discriminate on the grounds of race, color, religion, sex, sexual
orientation, age, or national origin in the performance of work under this agreement. This
agreement shall be subject to all international, federal, state, and local laws and ordinances.
20. Insurance: Firm shall maintain the following required insurance throughout the
entire term of this agreement 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 of the Firm
to maintain the required insurance shall not extend any deadlines specified in this agreement
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.
Firm shall provide, to the County, as satisfactory evidence of the required insurance,
either:
*
Certificate of Insurance
or
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 agreement.
f'insley Advertising Agency Agreement 2006
7
All Insurance policies must specify that they are not subject to cancellation, non-
renewal, material change, or reduction in coverage unless a minimum of thirty (30) days prior
notification is given to the County by the insurer.
The acceptance and/or approval of the Firm's insurance shall not be construed as
relieving the Firm from any liability or obligation assumed under this agreement or imposed
by law.
The Monroe County Board of County Commissioners, its employees, TDC Board of
Directors and officials will be included as "Additional Insured" on all policies, except for
Workers' Compensation.
Any deviations from these General Insurance Requirements must be requested in
writing on the County prepared from entitled "Request for Waiver of Insurance Requirements"
and approved 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 respond to Florida
Statute 440.
In addition, the Firm shall obtain Employers' Liability Insurance with limits of not
less than:
$100,000
$500,000
$100,000
Bodily Injury by Accident
Bodily Injury by Disease
Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the 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
rating of A-V1, as assigned by the A.M. Best Company.
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 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
Tinsley Advertising Agency Agreement 2006
8
$ 500,000 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 on all policies issued to satisfy the above requirements.
C. Recognizing that the work governed by this agreement requires the use
of vehicles, the Firm, prior to the commencement of work, shall obtain Vehicle Liability
Insurance. Coverage shall be maintain throughout the life of the agreement and include, as a
minimum, liability coverage for:
*
Owned, Non-Owned, and Hired Vehicles
The Minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$500,000 per Person
$1,000,000 per Occurrence
$100,000 Property Damage
D. Advertising Professional Liability Insurance with minimum limits of
$1,000,000 per Occurrence and $2,000,000 aggregate.
21. Governinq LawNenue: This agreement shall be governed and construed by
and in accordance with the laws of the State of Florida and constitutes the entire agreement
between the County and Firm. Venue for any dispute shall be in Monroe County.
22. Entire Aqreement Amendment: This writing embodies the entire agreement
and understanding between the parties hereto, and there are not other agreements and
understandings, oral or written, with reference to the subject matter hereof that are not
merged herein and superseded hereby. Any amendment to this Agreement shall be in
writing recommended by the TDC and approved by the County and signed by both parties.
23. Severability: If any provisions of this Agreement shall be held by a Court of
competent jurisdiction to be invalid or unenforceable, the remainder of this agreement, or the
application of such provision other than those as to which it is invalid or unenforceable, shall
not be affected thereby; and each provision of this Agreement shall be valid and enforceable
to the fullest extent permitted by law.
24. Authority: Each of the signatories for the Firm below certifies and warrants that:
Tinsley Advertising Agency Agreement 2006
9
a) Firm's name in the Agreement is the full name as designated in its
corporate charter.
b) He/she is empowered to act on this Agreement for the Firm.
c) This Agreement has been approved by the Firm's board of directors.
25. Ethics Clause: Firm warrants that he/it has not employed retained or otherwise
had act on his/its behalf any former County office or employee in violation of Section 2 or
Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of
Ordinance No. 10-1990. For breach or violation of the provision the County may, at its
discretion terminate this agreement without liability and may also, at its discretion, deduct
from the agreement or purchase price, or otherwise recover, the full amount of any fee,
commission, percentage, gift, or consideration paid to the former or present County officer or
employee.
26. Public Entity Crime Statement: A person or affiliate who has been placed on
the convicted vendor list following a conviction for public entity crime may not submit a bid on
an agreement to provide any goods or services to a public entity, may not submit a bid on an
agreement with a public entity for the construction or repair of a public building or public work,
may not submit bids on leases of real property to public entity, may not be awarded or
perform work as a contractor, supplier, subcontractor, or consultant under an agreement with
any public entity, and may not transact business with any public entity in excess of the
threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36
months from the date of being placed on the convicted vendor list.
IN WITNESS WHEREOF, the parties hereto have executed this agreement the day
and year first above written
(SEAL)
Attest: Danny L. Kolhage, Clerk
~Q.~Y~W
Deputy Clerk
Board of County Commissioners
of Monroe Cou. nty
(1"
Mayor/Chairman
By.
Secretary
~
/ Presiden
j/ c/)11.~~
Print Name
(CORPORATE SEAL)
Attest:
Print Name
OR
( 1) Witness
(2) Witness
Print Name
Print Name
MONROE COUtHY I\HORNEY
APPROVED AS TO FORM:
-~~~
l~SSISTANT Co~~Y ~ORNE/Y
'''a %" . /U < rr t..L-
Tinsley Advertising Agency Agreement 2006
10
Exhibit A
Tinslev Advertisinq/Florida Kevs & Kev West
Hurricane Preparedness Plan
In an effort to provide uninterrupted service to The Florida Keys & Key West during a
hurricane emergency or other catastrophic event, Tinsley has established a standard plan of
action.
The Agency has identified various hurricane scenarios that left unchecked, could affect the
Agency's service capability to Monroe County. Therefore, to ensure continuity, the Agency
has instituted a phased plan to provide for any storm contingency. Although hurricane
focused, this protocol may be applied to other emergencies whereby communications to The
Florida Keys & Key West are cut off or regional business is suspended.
The following outlines different situations and reviews the response for each. This
preparedness plan begins before each hurricane season with the Agency's standard digital
assets protocol.
STANDARD PROCEDURES
All Monroe County digital advertising assets including photography, graphics, special images,
prior ads, etc. are placed on redundant systems.
1. Servers are backed up to digital tape (weekly).
2. Servers are backed up to Firewire portable hard drives.
3. Server assets are burned onto DVDs.
4. Film transfers are archived on digital Beta tape and housed outside of hurricane zone at
One World Productions in Chicago.
5. Audio and video master elements are securely stored in Florida at Audacity Recording and
Manhattan Transfer.
rinsley Adwrtising Agency Agreement 2006
II
TEAM REVIEW
The Florida Keys & Key West emergency team is comprised of the following staff members:
Sandy Tinsley - CEO
Jim Flanagan - President
Dorn Martell - Executive Vice President, Creative Director
John Underwood - Vice President, Account Management Supervisor
Rick Blitman - Associate Creative Director, Senior Writer
Emerson Fales - Senior Account Executive
Steven Waterman - Associate Media Director
Uly Busch - Senior Art Director
Gio Gutierrez - Director of Interactive Media
Lauren Bernat - Account Coordinator
This team reviews possible scenarios each season and is empowered to manage hurricane
communications per agreement between MCTDC and the Agency. The team is ready to
respond to category 1 through 5 storms and has set procedures for when a hurricane
"watch", "warning" and "all clear" is issued by the National Hurricane Center as outlined
below. Agency officers, i.e., CEO, President, Executive Vice President and Vice President
will have the authority and autonomy to make decisions affecting Monroe County's
advertising during the emergency.
HURRICANE WATCH
All current Monroe County jobs are backed up on CD and loaded into Florida Keys
emergency team's laptop computers.
A special, toll-free telephone line is activated so that the Client and employees can receive
post storm messages about the status of the Florida Keys and the Agency.
HURRICANE WARNING
Tinsley office closes and team members work from home (if not in evacuation zone) or from
hotels outside of evacuation areas. Selected hotel sites may be in or out of Florida
depending on severity and/or track of storm.
CATEGORY 1 OR 2 STORM
The Tinsley building is situated above the flood plain and is a storm resistant concrete
structure that has previously withstood hurricanes. Therefore, damage from a category 1 or 2
storm is not expected. After the storm is over, the Florida Keys team will return to the Agency
offices to create post hurricane advertising.
Tinsley Advertising Agency Agn:ernent 2006
12
The dedicated BOO-number information line advises Agency employees and Client on latest
status and provides instructions. Cell phones, hard wire handsets (non-AC type) will be used
but seNice may be unreliable. Therefore, The Florida Keys team will also utilize a satellite
phone to coordinate information with the TDC Director, Public Relations firm and other
Monroe County entities as needed.
Although Tinsley's building is a secure structure, electricity and internet seNice could be
interrupted and therefore we plan to deploy a satellite internet system with generator support.
Immediately after the storm passes, the satellite antenna system (normally stored inside) is
quickly set up on top of Agency building.
The generator will power this and other systems so that the Agency is up and running within
hours of the storm. This will enable the Agency to:
· Communicate (outbound)
· Receive situation updates (inbound)
· Download data (photography, audio files, compressed video)
· Upload data (for ads and radio spots)
Accord Productions, a nearby alternate location with emergency power (currently houses
Stuart Newman & Associates) will also be available to the Agency if needed.
CATEGORY 3 - 5 STORM
Same pre-planning protocols as above except selected team members will travel to Chicago
before evacuation notice is issued. This will ensure full functionality from One World
Productions, a Tinsley supplier that has digital assets, power and internet access. Florida
Keys team arrives in Chicago before hurricane strikes and monitors its effects during and
after storm. Post-hurricane ads will be planned, created and uploaded on a timely basis for
dissemination via newspaper, internet, radio or other media as may be required. Depending
on logistics and storm severity the Agency may, at its discretion, decide to send its team to
an alternate location i.e. Orlando or Jacksonville, Florida.
POST STORM
Florida Keys & Key West Agency team continues to be in close contact with the TDC Director
and Public Relations firm while coordinating storm aftermath phase. 80th Florida Keys and
Agency status will be regularly updated on dedicated toll-free information line until
communications and area infrastructure are again operational. Post storm marketing will
proceed as planned.
Tinsky Advertising Agency Agreement 2006
13
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: MAY 20, 2009
Division:
TDC
Bulk Item: Yes x No
Department:
Staff Contact Person/Phone #:Maxine Pacini - 296-1552
AGENDA ITEM WORDING:
Approval of an Amendment to the Agreement with Cooke Communications L.L.C., a Delaware
Limited Liability company doing business as "Floridakeys.com and KeyWest.com", to revise scope of
services and compensation.
ITEM BACKGROUND:
TDC approved same at their meeting of April 28, 2009
PREVIOUS RELEVANT BOCC ACTION:
BOCC approved original Agreement at their meeting of September 28, 2005
BOCC approved Amendment to Agreement at their meeting of April 16, 2008
CONTRACT/AGREEMENT CHANGES:
Amend to revise scope of services and compensation
ST AFF RECOMMENDATIONS:
Approval
TOTAL COST: $57,500
INDIRECT COST: N/ A
BUDGETED: Yes ~No
COST TO COUNTY: $57,500 SOURCE OF FUNDS: TDC
REVENUE PRODUCING: Yes -1L No AMOUNT PER MONTH_ Year
APPROVED BY: County Atty -L ~urchaSing ---2L Risk Management X
DOCUMENTATION: Included X Not Required_____
DISPOSITION:
AGENDA ITEM #
Revised 1/09
MONROE CO~TY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Flroidakeys.com and Contract # TDC #: 119
-
KeyWest.com Effective Date: 5/1109
Expiration Date: 9/30/1 0
Contract PurposelDescription:
Approval of an Amendment to the Agreement with Cooke Communications L.L.c.. a
Delaware Limited Liability company doing business as "Floridakeys.com and
KeyWest.com", to revise scope of services and compensation.
Contract Manager: Maxine Pacini 3523 TDC # 3
(Name) (Ext. ) (Department/Stop #)
for BOCC meeting on 5/20/09 Agenda Deadline 5/5/09
CONTRACT COSTS
Current Year Portion: $
115-75035-530340- TM-95-230-X-530340
115-75035-530340- TM-95-230-X-53041 0
115-75035-530340- TM-95-230-X-530470
116-76065-530340- TG06-655-X-530340
ADDITIONAL COSTS
Estimated Ongoing Costs: $~yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
Total Dollar Value of Contract: $ 57,500
Budgeted? Yes[Sl No D Account Codes:
Grant: $
County Match: $
CONTRACT REVIEW
~~~
Division Director t/k.. V.
Changes
Needed
YesDNoE]
Date Out
Risk Manag,ment
~
O.~B./Pur a~ng
<i1t-iYf
* YesDN
#1 YesD NoW"-/
C. Hall
County Attorney
Comments:
OMB Fonn Revised 2/27/0 I Mer #2
AMENDMENT (2nd AMENDMENT) TO AGREEMENT
THIS AMENDMENT to agreement dated the day of 2009, 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 KeyWest.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 contract was amended on April 16, 2008 to exercise option to extend for an
additional two year period to September 30,2010; and
WHEREAS, it is the desire of the Monroe County Tourist Development Council to revise the
scope of services and compensation within the Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties
agree to the amended agreement as follows:
1. Paragraph 2 of the contract shall read: Scope of Services: The FIRM shall provide Website
Provider services for the Monroe County TDC as described below:
a) Kev 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
TOC Account Managers position.
b) At least one account manager(s) shall meet with the Monroe County TOC at all regularly
scheduled meetings of the TDC and at any other times as directed by the TOC.
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 TOC as designated in Section within the Scope of Services.
d) The FIRM agrees to assign a Social Media and SEO Manager who will provide
Social Network Marketing and Search Engine Optimization strategies to the Internet
Marketing Campaign for a minimum of twenty (20) hours per week.
2. Paragraph 4 of the Agreement shall read: Compensation:
a) The FIRM shall provide all services and support as listed in the Scope of Services at no
charge to COUNTY or TOC 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 TOC or Director
outside the scope of services such as new site enhancements which require the FIRM to pay for the
Amendment #2
Floridakeys.com
Contract #: 119
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 bandwidtll 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 which shall be paid in eleven (11) monthly
payments of $2,916 and one (1) payment of $2,924. Upon approval to exercise option to extend this
contract for an additional two (2) year period, the annual cost of service may be adjusted. Monroe
County's performance and obligation to pay under this Contract is contingent upon an annual
appropriation by the BOCC.
e) Advertising sales guidelines are established within Exhibit A.
d). Social Media and SEO Manager. FIRM will be paid $22,500 per year effective May 1,
~ for the position of Social Media and SEO Manager. The fee will be paid in twelve (12)
monthly payments of $1,875.
3. The remaining provisions of the contract dated September 20, 2006 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)
By.
Secretary
Cooke Communications L.L.C., a Delaware
Limited Liability Company Doing Business
as FloridaKeys.com/KeyWest.com
. ....-.-:>
s/} C:/c::&. c/~/
j President
'[ I)&(\./ f "";> (\- CC~( (\F~:~
Print Name
Attest:
Print Name
OR TWO WITNESSES
(1 )
(1)
Print Name
(2)
(2)
Print Name
Amendment #2
Floridakeys.com
Contract #: 119
MONROE COUNTY ATTORNEY
AP,?ROVEP AS 1P FQR~:C
l'''''h".J( (A/.f", fhl1 Ie.
OYNTHIA L. HALL
ASSISTA'N1" COYNTY ATJ,ORNEY
Date + 7.1 0 ..7... ()(.. (
. AME~If")IV1ENT (1st AMENDMENT) TO AC~~EMENT
J I f/ "
/ .-- .
THIS AMENDMENT to agreement dated the/l/ day of (rf' '.<. f/ 2008, is entered into by and between the Boc:
of County Commissioners for Monroe -:ounty, on behalf of the Tourist Development Council, and Coo
Communications L.L.C., a Delaware Lim.ted Liability company doing business as "Florida Keys. com and K
West.com" (hereinafter called the "FIRM").
WHEREAS, there was a contract entered into on September 28, 2005 between the parties, for the "Firm
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 yea
beyond the expiration date of September 30, 2008;
NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to n
amended agreement as follows:
1. 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.
Ihage, Clerk
tc
Board of County Commissioners
of Mo 0 County
(CORPORATE SEAL)
By.
Secretary
Cooke Communications L.L.C., a Delaware
Limited Liability Company Doing Business
as FloridaKeys.com/KeyWest.com
"~
B (//) ,.-----Z'- / ~'_r' K
Y " <,.' ... --
. President
Attest:
Print Name
'-Ii I '
I/'/'Af/ (Y
it! ---' t ,t) \
Print Name
( L'
""'f
(~-r '"
OR TWO WITNESSES
(1 )
(1 )
Print Name
(2)
(2)
Print Name
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CONTRACT
. THIS CONTRACT, mad" and entered into thiS),,\J!day Of~~ jU\ 2005, AD., by and
between MONROE COUNTY, FLORIDA, (hereinaller sometimes called the "COUNTY"), and
Cooke Communications LLC., a Delaware limited liability company dOing business as
"FloridaKeys.com and Key West. com" , (hereinafter called the "FIRM").
WHEREAS, FIRM is qualified to provide W9bsite services which promote tOUrism, and
WHEREAS, the Tourist Development Council (TDC) has recommended to COUNTYtha,
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 hereinatler se,
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 Webs/te Provider services for the Monroe County TDC as described
below
a) J<:e~ Personnel: This Contract is a "Professionel services Contract" with the
exPectation that Principal personnel will be P&rfonning 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 TOC Account Managers position.
b) AI leasl 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
TOC.
c) The FIRM agrees to assign a Website Account Manager who will devote such lime
and effort as necessary to the account on a Priority basis, including full lime and
emergency situations when required. Duties of the Account Manager or FIRM's
assigned representative Will include conlact as required with the Chainnan 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 Wcbsile Prcrvider 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 ToC who retains all approvals.
b) The site shall be comprehensive including a home page, ToC 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 TOC.
c) The FIRM must be available to meet with District Advisory Committees, Umbrella
Committees, marketing agencies of record, ToC board and TOC staff at regular set
meetings or upon request.
d) The FIRM agrees that the ToC will have editorial control and approval of the site and all
contents.
e) The FIRM agrees that the TOC along with their marketing agenCies of record have the
right to provide input into the design and creative COntent of !he site. This shall be done by
FIRM upon approval of the ToC and direction by the ToC director.
f) The FIRM shall furnish and maintain real time images (live web cams) on the ToC
website at different locations or events in Monroe County as mutually agreed by all parties.
g) The FIRM shall furnish the setup and !he capability to download any of the ToC
promotional COllateral prOducts as on-line electronic fulfillment. These Should be in POrtable
dOCUment format (PoF) 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 /ravel/rade fulfillment Such as
/ravel 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 ToC 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.
/) The FIRM shall guarantee service uptime at Over 99% except as eXcused by the
conditions of the Force Majeure paragraph of this Contract.
FloridaKe}scom Websile ProVider 2005
2
m) The FIRM agrees to identify and fumish 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.
0) The FIRM shall fumish monthly reports to the TOC 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 TOC 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, TOC director and TOC marketing agencies of record.
r) The TOC 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 TOC as shown in
Exhibit A.
s) The TOC agrees that the artwork, editorial and photographic material- to be commonly
known as 'data' collected or prepared by the TOC 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 TOC shall have the ability for the TOC Web Editor to manage free listings on the site
in tourism categories approved by the TOC.
4. COMPENSATION:
a) The FIRM shall provide all services and support as listed in the Scope of Services at
no charge to COUNTY or TOC in exchange for the exclusive right of advertising revenues
generated from the website. The TOC 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 TOC.
The FIRM may charge the COUNTY for special projects approved by the TOC 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 limes or events dictate. The annual cost for this service will be $35,000
FIoridaKc)'s.com Websife Provider 200.5
3
which shall be paid in eleven (11) monthly payments of $2,916 and one (1) payment of $2,924.
Upon approval to exercise option to extend this contract for an additional two (2) year periOd,
the annual cost of service may be adjusted. Monroe County's performance and obligation to pay
under this Contract is contingent upon an annual appropriation by the BOCC,
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 st 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 CONOITION~
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 frt, 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 atl things with this Contrad and with the specifications.
d) The FIRM agrees that the TOC 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 aU 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 RECORO~
FIRM shall maintain all books, records, and documents directly pertinent to performance under
this Contract in accordance with generally accepted accounting 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
F1oridaKeys.com 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 TOC 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 attorney'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.
". 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 party, effective the date of the court order. COUNTY or FIRM agree to comply
with all Federal and Florida statutes, and all local ordinances, as applicable, relating to
nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of
1964 (Pl ~2) 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
290ge-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8)
Tille 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.
F1oridaKcys.com Wcbsite Provider 2005
5
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,
induding 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 perform work in
accordance with these specifications throughout the term of this Contract.
14. DISCLOSURE AND CONFLICT OF INTEREST
The FIRM represents that i~ 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 StaMes, 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 disdosure or 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. ARREARS
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 REQU IREMENT
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 TOC
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
17. TAXE&
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.
and
COUNTY Attorney
PO Box 1026
Key West, FL. 33041-1026
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. COSTS. AND FEE~
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.
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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 party shall be entitled to reasonable
attorney's fees, court costs, investigative, and out-of-pocket expenses, as an award against the
non-prevailing 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, performance, or breach of this Contract,
COUNTY and FIRM agree to participate, to the extent 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 employees of the COUNTY,
when performing their respective functions under this Contract within the territorial limits of the
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 limits of the
COUNTY.
24. LEGAL OBUGA TIONS AND RESPONS/BIlIT/E~
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-PARTIES..
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 indude 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 capacity, and
no member, officer, agent or employee of Monroe County shall be liable personally on this
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 of the FIRM to maintain the
required insurance shall not extend any deadlines specified in this contract 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
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· A Certified copy of the adual 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) day notice of cancellation,
non-renewal, material change in policy language or reduction in coverage.
The acceptance and/or approval of the FIRM's insurance shall not be construed as
relieving the FIRM from any liability or obligation assumed under this agreement or imposed by
law.
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.
In addition, the FIRM shall obtain Employers' liability Insurance with limits of not
less than:
$100,000 Bodily Injury by Accident
$500,000 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 rating
of A-V1, as assigned by the AM. Best Company.
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 ContractuaJ 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
It split limits are provided, the minimum limits acceptable shall be:
$ 500,000 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.
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29. EXECUTION IN COUNTERPART~
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 HEADING~
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
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By:
.~. .' l~.l; (, /~Ct^' Ie, I.tt ~..' /
Deputy Clerk
By: ,~t:i-; >77 ~...(..#..I
Mayor/Cha man
(SEAl)
Cooke Communications L.L.C., a Delaware
Limited Liability Company Doing Business as
FloridaKeys.COmlKeyWest.com
Attest:
By:
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WITNESS
By:
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Website Provider Sales Guidelines
EXI llBIT .\
This document will serve as guidelines and authorization to facilitate the website provider sales for the
Monroe County Tourist Development Council (TDC) website.
Adv ertisin g:
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. One (1)
rotating 468x60 banner ad and one (I) fixed 120x240 banner ad per web page.
Hyperlinks
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, lodging
associations, attractions, etc. at no cost at agreeable locations.
Web earn 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.
3. 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 si te related reservation service as 0 f this date.
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