FY2005-2010 2nd Amendment
DANNY L. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
June 1, 2009
TO:
Lynda Stuart, Office Manager
Tourist Development Council
A TTN:
Maxine Pacini
Administrative Assistant
FROM:
Pamela G. Hanc~
Deputy Clerk
At the May 20, 2009, Board of County Commissioners meeting the Board granted
approval and authorized execution of an Amendment to Agreement between Monroe County and
Cooke Communications, LLC a Delaware Limited Liability Company d/b/a "Floridakeys.com
and KeyWest.com", to revise scope of services and comperlsation.
Enclosed are two duplicate originals of the above-tnentioned for your handling. Should
you have any questions please feel free to contact our office.
cc: County Attorney
Finance
File
AMENDMENT (2nd AMENDMENT' TO AGREEMENT
THIS AMENDMENT to agreement dated theJ~ay ~f ~~ 2009, is entered into by and
between the Board of County Commissioners for Monroe ctunty, 0 ehalf of the Tourist Development
Council, and Cooke Communications l.L.C., a Dela are Limited Liability company doing
business as "Floridakeys.com and KeyWest.com" (here. nafter called the "FIRM").
WHEREAS, there was a contract entered into on S~ptember 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 mutu$1 covenants contained herein the parties
agree to the amended agreement as follows:
1. Paragraph 2 of the contract shall read: Sco e of Servi es: The FIRM shall provide Website
Provider services for the Monroe County TDC as describe below:
2.
a)
Key Personnel: This Contract is a "professional services Contract" with the expectation
that principal personnel will be performing the ~ervices. A list of the principal personnel
will be given to the TOC for their record and the TOC shall be informed of any changes in
TOC Account Managers position.
At least one account manager(s) shall meet W~h the Monroe County TOC at all regularly
scheduled meetings of the TDC and at any oth r times as directed by the TOC.
The FIRM agrees to assign a Website Accou t Manager who will devote such time and
effort as necessary to the account on a priori basis, including full time and emergency
situations when required. Duties of the i Account Manager or FIRM's assigned
representative will include contact as requi~d with the Chairman of the TDC and
Marketing Director or other designee. Other ~uties include consultations with TOC staff,
TDC Advisory Committees from the five distticts and Umbrella Committees within the
Keys as directed by the TDC; participation in, iand coordination of other related areas of
tourism development as it relates to the deve'opment of an effective website marketing
program to the TOC as designated in Section Within the Scope of Services.
The FIRM agrees to assign a Social Medt" and SEO Manager who will provide
Social Network Marketing and Search Engi e Optimization strategies to the Internet
Marketing Campaign for a minimum of twen (20) hours per week.
Paragraph 4 of the Agreement shall read: Co~oensation:
b)
c)
d)
. 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 ri ht of advertising revenues generated from
the website. The TDC shall have the right to place sponsors ip or partnership logo signature(s) on the
site. The logo signature(s) in a mutually agreed upon format nd location will be at no cost to the TDC.
The FIRM may charge the COUNTY for special p ~ects approved by the TOe or Director
outside the scope of services such as new site enhanceme ts which require the FIRM to pay for the
Amendment #2
Floridakeys.com
Contract #: 119
t~chnology, equipment and production costs needed for u~e, These special projects shall be paid for
through nornlal COUNTY purchase order procedures.
b) Bandwidth Service - FIRM will be paid on an ~nnual basis, a fee for the service providing
electronic brochures and downloading of videos from the V< ebsite. These downloads are expected to
average over 10,000 gigabytes of bandwidth transfer per ear with great spike fluctuations occurring
with certain events or news. FIRM shall have enough band idth capacity to handle this average load in
addition to having immediate access to additional bandwi th capacity as such peak times or events
dictate. The annual cost for this service will be $35,000 hich shall be paid in eleven (11) monthly
payments of $2,916 and one (1) payment of $2,924. Uporl 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.
d). Social Media and SEO Manager. FIRM will ~e paid $22,500 per year effective Mav 1 w
~ for the position of Social Media and SEO Manager. The fee will be paid in twelve (12)
monthly payments of $1,875.
3. The remaining provisions of the contract dated S$ptember 20,2006 remain in full force and
effect.
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_. ", /:' ~ \~.~SS WHEREOF, the parties have set their hands and seal on the day and year first
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Board of COUr1ty Commissioners
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Mayor/Chairm$n .
(CORPORATE SEAL)
Cooke Communications ~.L.C., a Delaware
Limited Liability compan~. Doing Business
as FloridaKeys.comlKeylNest.com
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Amendment #2
Floridakeys.com
Contract #: 119
ACORD,. CERTIFICATE OF LIABILITY .IN5U
CE
ACATE IS ISSUED MJ A MATTER OF INFORMATION
CONFERS NO RIGHTS UPON THE CERTIFICATE
IS CERTIFICATE DOES NOT AMEND, EXTEND OR
COVERAGE AFFORDED BY THE POLICIES BELOW.
PRODUCER
Wells Fargo Ins Services SE inc.
27299 Riverview Center Blvd #211
Bonita Springs, FL 34134
9 4 8-5225
~~o Cooke Communications, LLC
ORDING COVERAGE
HAle.
P. O. Box 1800
Key West, I'L 33040
INSURER A:
INSURER B:
INSURER c: Br. dgefi.eld Ellployer8 Xn8uraDce Co
INSURER 0:
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE USTeo BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOIVE FOR THE POlICY PERIOD INDICATED. NOTWITHSTANDING
ANY REQUIREMENT, TERM OR CONDITION OF A.NY CONTRACT OR OTHER DOCUMENT WITH ~ESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN, THE INSURANCE A.FFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT 0 All THE TERMS. EXCLUSIONS AND CONDITIONS OF SUCH
POUCIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
*'" ~.'o TYPE OF POLICY NUMBER re;ifi~ POLICY EXPIRATION LIMITS
LTR
GENERAl lIABIlITY EACH OCCURRENCE s 1.000.000
-
X COMUERCW. GENERAL LIABILITY PREMiSEs fEa- oceurence\ $ 1.000.000
I ClAIMSUAOE [i] OCCUR ME[) EXPCAnyone person) $ 10.000
A X - 25-CC-015613-S 8/21/08 8/21/09 ~&AfNtNJURY sHot Included
I
- GENERAL AGGREGATE . $ 2.000.000
GEN'L AGGREGATE LIMIT APPLIES PER; PRODUCTS - COMPIOP AGG S 2.000.000
-xl POLICY n ~ n "LOC
I AUTOW>BllE lIA8IUTY ~ cmeINEO SINGlE LIt.IT 'S
I ....- (Ea accident)
I ANY AUTO 1)S\.~
r--
All OWNED AUTOS 800ll Y I\UURV
r-- 5
SCHEDULED AUTOS f~-lA ! (Per person)
r--,
I i HIRED AUTOS I
I"'"-- BOOIL Y INJURY S
NON-OWNEDAUTOS 1 (Per accident)
-----
~ PROPERTY DAMAGE $
(Peraccldent)
GARAGE LIABILITY AUTOONl. Y - EA ACCIDENT $
RANYNrrO OTHER THAN EAACC S
I AUTOONL Y: AGG $
EXCESSNMBRELLA LIA8llITY EACH OCCURRENCE 510.000.000
t:iJ OCCUR D CLAJMSMADE AGGREGATE $10.000.000
LBA045621 8/21/08 8/21/09 $
B X R DEDUCTIBLE i I S
RETENTION $ I $
WORKERS COMPENSATION At<<> I xlT ?- 10m-I
i
EMPlOYERS' LIABILITY 830-25453 18/21/08 8/21/09 1.000.000
AHY PROPAlETORIPARTNER/EXECUTlV E.L. EACH ACCIDENT S
C OFF~R EXCLUDED? E.L DISEASE - EA EMPt.OYEI $ 1..000.000
~. de8cribeunder 1.000.000
CIAl PROVISIONS below E.L DtSEASE - POLICY LIMIT $
OTHER
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES I exa.USIONS ADDED BY ENDORSEMENT I SPECiAl PROVlS ONS
Certificate Holder is Additional insured as respects General Liability and
umbrella Liability as interest may appear.
Re: TDC Project Attn: Maxine Pacini . the TOe administrative office
CERTIFICATE HOLDER
MODroe County Board of County
Cammdssioners, its employees and
officials
THE ABOVE DESCRIBED POlICIES BE CANCElLED BEFORE THE EXPIRATION
, THE ISSU~ INSURER WIll. ENDEAVOR TO MM.30 Dot.VS WRITTEN i
CERTFICATE HOlDER NAMED TO THE LEFT, BUT FAILURE TO DO so SHALL
IGATION OR LIABIlITY OF ANY KIND UPON THE INSURER. ITS AGENTS OR
S.
$ENTAT
ACORD 25(2001/08)
@ACORD CORPORATION 1988