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1st Amendment 04/12/2017C AMENDMENT (1 AMENDMENT) TO AGREEMENT THIS AMENDMENT to Agreement dated the I Z ¢� day of 2017, is entered into by and between the Board of County Commissioners for Monroe ounty, a political subdivision of the state of Florida (County), on behalf of the Tourist Development Council, and STR, Inc. hereinafter referred to as "STR ". WHEREAS, there was an Agreement entered into on January 1, 2016 between the parties, for STR to provide local market reports; and WHEREAS, Client desires to become a subscriber of the Multi- Segment Weekday[Weekend Report for their 13 FL Markets (Exhibit J); and WHEREAS, it has become necessary to include updated Public Records information in the Agreement; and NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended Agreement as follows: 1. Paragraph 2 of the Agreement shall read: 2. REPORTS. As consideration for the PAYMENT described below and Client's subscription to the Destination Reports, Client shall receive a set of twelve (12) monthly Destination Reports and fifty two (52) weekly Destination Reports prepared by STR. The first set of weekly Reports shall be issued to Client on or about January 7, 2016, and subsequent Destination Reports will be forwarded thereafter to Client on or about Wednesday of each week. Beginning September 2016, a Multi- Segment Weekday /Weekend report including designated 13 FL markets will be included. The first set of monthly Destination Reports shall be issued to Client on or about January 28, 2016, and subsequent reports will be forwarded thereafter to Client on or about the last week of each month. The Destination Reports forwarded to Client shall include the type of market and market segment information contained in the sample reports attached as Exhibits "A" thru "J" which are fully incorporated into this Agreement by this reference. The reports will be delivered by STR to a place designated by Client. 2. Paragraph 3 of the Agreement shall read: 3. PAYMENT. As consideration for subscribing to the Destination Reports, BOCC agrees to pay STR for the period of October 1, 2016 through December 31, 2018 the total annual sum of twenty -four thousand and five hundred dollars ($24,500) with eleven monthly payments of two thousand forty one dollars and fifty eight cents ($2,041.58) and one monthly payment of two thousand forty two dollars and sixty two cents ($2,042.62) within ten (10) days after the last day of the month for which payment is due. The BOCC also agrees to a onetime payment of two hundred and seventy dollars and seventy five cents ($270.75) for the Multi- Segment/Weekend Report (Exhibit J) as invoiced towards the September 2016 invoice. At the conclusion of the initial year of this Agreement, the rates may be adjusted by CPI -U for South Florida for year ending December 2016 for year 2 of this agreement and CPI -U for South Florida for year ending December Amendment #I STR Contract #: 1645 2017 for year 3 of this agreement Client shall also provide STR with three (3) copies of each edition of Client's report, newsletter, publication (if any) in which the STR data (defined below) is printed as they are published, produced and /or disseminated. Payments for subsequent years of this agreement shall be agreed upon by the BOCC and STR in writing. 4. Paragraph 15 of the Agreement shall read: 15. DOCUMENTATION PERTAINING TO AGREEMENT. STR shall maintain all books, records, and documents directly pertinent to this Agreement in accordance with generally accepted accounting principles consistently applied. In the event of a dispute, claim or litigation between the Parties, each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement in accordance with the provisions of Chapter 119, Florida Statutes, during the term of the Agreement and for four years following the termination of this Agreement. If Florida Statute 119.0701 is applicable to Contractor, and except where the record is a trade secret or is such that Contractor is bound to maintain the confidentiality of the record„ Contractor and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: 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 STR Contract #: 1645 (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 - BRIANAMONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE 1111 12 Street, SUITE 408, KEY WEST, FL 33040. Amendment #I STR Contract #: 1645 If an auditor employed by the County or Clerk determines that monies paid to STR pursuant to this Agreement were spent for purposes that are unrelated to the normal operating expenses of STR or that are not otherwise authorized by this Agreement, and in particular if the Clerk should determine that the money has been spent for any unlawful purpose, STR shall repay the monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the monies were paid to STR. 5. This amendment is retroactively effective to September 1, 2016 6. The remaining provisions of the Agreement dated January 1, 2016 remain in full force and effect. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Amendment #1 STR Contract #: 1645 WHEREOF, the parties have set their hands and seal on the day and year Clerk v Deputy Clerk (CORPORATE SEAL) Attest: STR, Inc. Board of County Commissioners of Monroe County Mayor /Chairman co C� Print Nafne AN©; TW 9 WI ' ESSES (2) w1✓t., (2) r r �. I`` V Print Name MONROE COUNTY ATTORNEY APPROVED AS TO FORM: Amendment #1 CHRI INE M. LIMBERT- BARROWS STR ASSISTANT COUNTY ATTORNEY Contract #: 1645 Date "-3 J,:g-/ 1 11-4° .a U) v/ 0 U) V C t 3 U t K w UJ ry C ) ��/ V/ N 1 1 � x ~ �3 o Cc LL °afof.n -R ommq^ n W M C r 4 G O N V N o C m ♦♦ m�p WW n t�l ♦ O� �$ M m P 10 �� m '3 ��8tih�m�N 6 C ° m r P W f P^ f N m^ ry ^^ 1r m ^ r ID ♦♦ mm 3 y ° n.�BmSo�Bm��m� C G 5 cp o mf wv,rynn ^ W'?o 4 4 W ^'rN b y Y �noein � m vi C 3 8. G D ♦ O l m m e N f Nyy 0 N eONpp! � t ^ a ? m M f w 0 O Y m 0 0 t+l W m N m fV tV ^9 7^ lV O f 9 0 nS pp F j W .f- r r A b V W m N . p r ♦ (mmOyy ��. a= J Q $ 3 q a 0 � Y O N f0 N N N M N N ^ ^ ^ ^ N ;6N C O g X� ^ N p n w o n^ p n f N GG L ..R:m.8A$mm5��5i D �u O O mm pp N N^ M N o C tJ n f n a m^ VI m O �� ^w�ommm8�o$��m�o aw o . 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