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FY2015-2020 1st Amendment 11/22/2016 AMENDMENT (1st AMENDMENT) TO AGREEMENT THIS AMENDMENT to agreement dated thec& day of Widiff2016, is entered into by and between the Board of County Commissioners for Monroe County, a political subdivision of the state of Florida (County), on behalf of the Tourist Development Council, and FloridaKeys.com hereinafter referred to as "Contractor ". WHEREAS, there was an agreement entered into on July 15, 2015 between the parties, for Contractor to provide professional website services which includes consulting and technological advice relating to the Tourist Development Council (TDC) website; and WHEREAS, due to the redesign of the website it has become necessary to amend Exhibit A which outlines Website Provider Sales Guidelines NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. Exhibit A of the agreement shall be revised and attached hereto 2. Paragraph 7 of the agreement shall be revised to read as follows: Public Records Compliance. Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" 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 Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. Amendment #1 FloridaKeys.com Contract #: 1486 (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section119.10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305- 292 -3470 BRADLEY - BRIAN(&,MONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12 Street, SUITE 408, KEY WEST, FL 33040. Amendment #1 FloridaKeys.com Contract #: 1486 3. The remaining provisions of the contract dated July 15.2015 remain in full force and effect. Z t - : " i ' ' WHEREOF, the parties have set their hands and seal on the day and year first M � . ;. . � � Board of County ers 4 • r — . Clerk of Monroe County V a° 1 �f , r"'" /4.4 ry ?O....A.544/T Oat t • ' ' perk M o Chairman - . ... FloridalCeyscom 4., r a CD By • President ...... — = 27 4(4 A S Print Nana z 3 AND TWO WITNESSES .....vit_ (1) () co C / ►h Print Name Print Name (1) l U z el 16 (2) r olag I LOo Date MONROE COUNTY ATTORNEY PR V DAS TO FORM. MO NE M. UMBERT OW ABIN Y ATTOR Oats Amendment #1 FloridaKeys.com Caadrect #: 1486 Exhibit A Website Provider Sales Guidelines This document will serve as guidelines and authorization to facilitate the website provider sales for the Monroe County TDC websites. Effective with the launch of the redesign of the website, which shall be no later than January 1, 2017. Advertising: Banner Ads The Contractor will have the opportunity to sell and place banner ads on the website. The banner ads should conform to internet standards pertaining to size and functionality to be approved by the TDC. Three (3) rotating banner ads per webpage. Additional banners may be added upon the approval of the TDC. Hyperlinks Advertising in the form of hyperlinks can be sold throughout the website. The TDC will allow links to tourist industry associations or organizations such as chambers of commerce, lodging associations, attractions associations, etc. at no cost at agreeable locations. The Contractor may offer the following options to the standard listing. • Enhanced Listing — upgrades to the standard listing which include: • Thumbnail image next to listing, with additional photos and map, video and social media link options. Web Cam Sponsorships Contractor can sell sponsorships for live webcams at different locations throughout the Keys. Advertising Allowances and Restrictions 1. Contractor 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 website 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 website. 3. As new forms of Internet advertising evolve, the Contractor will have the opportunity to incorporate these as well, however, prior to implementation the Contractor 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 website related reservation service on the website. Only the TDC can approve such services if desired. 1 FloridaKeys.com ID #: 1486 AC RO® CERTIFICATE OF DATE(MMIDDIYYYY) 41 14./ -- LIABILITY INSURANCE 1/19/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Naples NAME: Dawn Colecchio 1395 Panther Lane Ste 100 � " N F,f 239 -262 -7171 FAX 239 - 262 -5360 E -MAI ) (AlC. No): Naples FL 34109 ADDRESS: insuranceservices @lutgertinsurance.com INSURERS) AFFORDING COVERAGE NAIC # INSURER A :American States Insurance Co. 19704 INSURED COOKCOM -01 INSURER B :Progressive Express Ins. Co. 10193 Cooke Communications Florida INSURER C : Liberty Mutual Fire Ins Co 23035 PO Box 1800 Key West FL 33041 INSURER D :Comp Options Ins. Co. Inc 10834 INSURER E :Westchester Fire Insurance INSURER F : COVERAGES CERTIFICATE NUMBER: 332050176 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDL SEWN POUCY EFF POUCY EXP INSR TYPE OF INSURANCE INSD WVD POUCY NUMBER Do/Yyyy) (MWDO/yyyy) UMITS A x COMMERCIAL GENERAL LIABILITY 25CC3717083 2/2016 8/21/2017 EACH OCCURRENCE 81,000,000 CLAIMS -MADE X OCCUR ED Y ISK M GEMENT DAMAGE TO RENTED PREMISES (Ea occurrence) 81,000,000 BY i `4 MED EXP (Any one person) 810,000 _ 7 PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: I GENERAL AGGREGATE 82,000,000 X POLICY Tai LOC WAIVER I YES- PRODUCTS - COMP/OP AGG 82,000,000 OTHER: E B AUTOMOBILE LIABILITY 04143808 - 7/26/2016 7/26/2017 COMBINED SINGLE LIMIT X ANY AUTO (Ea accident) 8 1,000,000 BODILY INJURY (Per person) $ ALL op OS WNED SCHEDULED — _ AUTOS BODILY INJURY (Per accident) E HIRED AUTOS NON -OWNED AUTOS PROPERTY DAMAGE $ (Per accident) _ $ C X UMBRELLA UAB X OCCUR 00055204654 8/21/2016 8/21/2017 EACH OCCURRENCE 810,000,000 EXCESS UAB CLAIMS -MADE — AGGREGATE E DED X RETENTION 810,000 — — D WORKERS COMPENSATION 8 C AND EMPLOYERS' LIABIUTY Y / N WC1014114 8/21/2016 8/21/2017 x PER ER STAT UTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? N / A E.L. EACH ACCIDENT $1,000,000 (Mandatory In NH) If yes, describe under E.L. DISEASE - EA EMPLOYEE 81,000,000 DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 81,000,000 E Professional Liability G27583143002 4/13/2016 4/13/2017 500,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Evidence of Insurance. CERTIFICATE HOLDER CANCELLATION ANY OF THE AVE Monroe County Tourist Development Council THE SHOULD EXPIRATION DATE BO NOTICE IE WILLL BE C E�DELIVERED BEFORE IN 1201 White Street, Suite #102 ACCORDANCE WITH THE POLICY PROVISIONS. Key West, FL 33040 AUTHORIZED REPRESENTATIVE 2z/ © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD