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Item D6BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY Meeting Date:FEBRUARY 18, 2015Division:TDC Bulk Item: Yes XNo Department: Staff Contact Person/Phone #:Kelly Scarbrough 296-1552 AGENDA ITEM WORDING: %TTVSZEPMWVIUYIWXIHXSEHZIVXMWIE6IUYIWXJSV4VSTSWEPWJSVEGSYRX][MHI[IFWMXI TVSZMHIVJSVXLI1SRVSI'SYRX]8SYVMWX(IZIPSTQIRX'SYRGMP ITEM BACKGROUND: 3YVGYVVIRXEKVIIQIRX[MXL*PSVMHEOI]WGSQI\TMVIWSR7ITXIQFIV8LIHIEHPMRI XL JSVVIGIMTXSJTVSTSWEPW[SYPHFI%TVMP8LI8('[SYPHFVMRKXLIJMREPEKVIIQIRX FEGOXSXLI&3''JSVETTVSZEPEXXLI7ITXIQFIVQIIXMRK %XXEGLIHMWEGST]SJXLI6IUYIWXJSV4VSTSWEP 8('ETTVSZIHWEQIEXXLIMVQIIXMRKSJ.ERYEV] PREVIOUS RELEVANT BOCC ACTION: CONTRACT/AGREEMENT CHANGES: __________________________________________________________________________________ STAFF RECOMMENDATIONS: Approval TOTAL COST: $BUDGETED: Yes XNo COST TO COUNTY: $NO COSTSOURCE OF FUNDS: TDC REVENUE PRODUCING:AMOUNT PER MONTHYear ____ Yes XNo APPROVED BY: County Atty XOMB/Purchasing Risk Management ____ DOCUMENTATION: Included XNot Required_____ DISPOSITION:AGENDA ITEM # Revised 11/06 NOTICE OF REQUEST FOR COMPETITIVE SOLICITATION NOTICE IS HEREBY GIVEN TO PROSPECTIVE PROPOSERSno later than 3:00 P.M.on that April 29, 2015 the Monroe County Purchasing Office will receive sealed proposalsfor the following: A County-wide Website Provider for the Monroe County Tourist Development Council (TDC) Requirements for submission:the applicationand the selection criteria must bedownloadedfrom www.demandstar.com DemandStar by Onvia at or call toll-free at 1-800-711-1712. Dated at Key West this ___ day of ______ 2015.Monroe County Purchasing Department Competitive Solicitation for County-wide Website Provider -2015 1 MONROE COUNTY BOARD OF COUNTY COMMISSIONERS REQUEST FOR COMPETITIVE SOLICITATION COUNTY-WIDE WEBSITE PROVIDER MONROE COUNTY TDC Ms. Rita Irwin, Chairperson Mr. Harry Appel Mr. Peter Batty Mr. James Bernardin Mayor Craig Cates Mr. George Fernandez Ms. Julie Fondriest Ms. Ronnie Harris Mayor Danny Kolhage Director Harold Wheeler All responses submitted to this solicitation should be addressed to and received no later than3:00 P.M.,April 29,2015at: Monroe County Purchasing Office 1100 Simonton Street, Room 1-213 Key West, FL 33040 Attention:REQUEST FOR COMPETITIVE SOLICITATION:County-wide Website Provider for Monroe County Tourist Development Council Competitive Solicitation for County-wide Website Provider -2015 2 TABLE OF CONTENTS Page SECTION ONE Instruction to Proposers4 SECTION TWO General Terms and Conditions13 SECTION THREE Terms and Conditions Specific to: County-wideWebsite Provider15 SECTION FOUR Draft Agreement19 SECTION FIVE Insurance Requirements and ResponseForms Required By Monroe County, Florida32 SECTION SIX Request for Competitive SolicitationChecklist 39 Competitive Solicitation for County-wide Website Provider -2015 3 SECTION ONE INSTRUCTION TO PROPOSERS Requirements for submission, the Competitive Solicitation Documents,and the selection criteria must be downloadedfrom DemandStar by Onvia at www.demandstar.comor call toll-free at 1-800-711-1712. All respondents must use the current Competitive Solicitation Documents downloaded from the website www.demandstar.com.Use of any other document will result in your submission being rejected. 1.01DESCRIPTION The Proposer awarded anAgreementshall provide Website Provider services for the Monroe County Tourist Development Council (TDC). The Agreementwill provide for the Website Provider to act as a Section Three Provider to the TDC that shall provide services as outlined within Specifications in of this Competitive Solicitation. 1.02COPIES OF DOCUMENTS A.Only complete sets of Competitive Solicitation Documents will be issued and shall be used in preparing responses. The County does not assume any responsibility for errors or misinterpretations resulting from the use of incomplete sets. B.Complete sets of Documents may be obtained in the manner and at the location stated in the Notice of Request for Competitive Solicitations. 1.03RESPONSE REQUIREMENTS One (1) signed original, PLUSone (1) discOR(1) flash drivewith complete copy of Proposalas a .pdf, and four(4) complete paper copies of theResponse/Proposalmust be received. 1.04DISQUALIFICATION OF PROPOSERS A.NON-COLLUSION AFFIDAVIT: Any person submitting a Proposal in response to this invitation must execute the enclosed NON-COLLUSION AFFIDAVIT. If it is discovered that collusion exists among the Proposers, the Proposal of all participants in such collusion shall be rejected, and no participants in such collusion will be considered in future Proposals for the same work. B.PUBLIC ENTITY CRIME: A person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a Proposal on an agreement to provide any goods or services to a public entity, may not submit a Proposal on anagreement with a public entity for the construction or repair of a public building or public work, may not submit Proposals on leases or perform work as a contractor, supplier, subcontractor or consultant under an agreementwith any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, Florida Statutes, for Category Twofor a period of 36 months from the date of being placed on the convicted vendor list. Competitive Solicitation for County-wide Website Provider -2015 4 C.DRUG-FREE WORKPLACE FORM: Any person submitting a Proposal in response to this invitation must execute the enclosed DRUG-FREE WORKPLACE FORM and submit it with the Proposal. Failure to complete this form in every detail and submit it with your Proposal may result in immediate disqualification of your Proposal. D.PROPOSALS RECEIVED AFTER DEADLINE: Any Proposal submitted after the Request 3:00 p.m. onApril 29, 2015 for Competitive Solicitationdeadline of will automatically be disqualified. E.LOCAL PREFERENCE FORM: Proposer claiming a local preference must complete the enclosed Local Preference Form. 1.05EXAMINATION OF REQUEST FOR COMPETITIVE SOLICITATION DOCUMENTS A.Each Proposer shall carefully examine the Request for Competitive Solicitationand other Agreementdocuments, and inform himself thoroughly regarding any and all conditions and requirements that may in any manner affect cost, progress or performance of the work to be performed under the Agreement. Ignorance on the part of the Proposer will in no way relieve him of the obligations and responsibilities assumed under the Agreement. B.Should a Proposer find discrepancies or ambiguities in, or omissions from, the specifications, or should he be in doubt as to their meaning, he shall at once notify the County. 1.06INTERPRETATIONS, CLARIFICATIONSAND ADDENDA No oral interpretations will be made to any Proposer as to the meaning of the Agreementdocuments. Any inquiry or request for interpretation received seven (7) or more days prior to the date fixed for opening of responses will be answered. All such answerswill be made in writing in the form of an addendum and, if issued, will be mailed or sent by available means to all known prospective Proposers prior to the established Proposal opening date. Each Proposer shall acknowledge receipt of such addenda in the space provided in the response form attached to the Proposal document. In case any Proposer fails to acknowledge receipt of such addenda or addendum, his response will nevertheless be construed as though it had been received andacknowledged and the submission of his response will constitute acknowledgment of the receipt of same. All addenda are a part of the Proposal documents and each Proposer will be bound by such addenda, whether or not received by him. It is the responsibility of each Proposer to verify that he has received all addenda issued before responses are opened. Written portions of all Proposals become the property of the Monroe County TDC upon receipt and will not be returned to Proposer. The Monroe County TDC shall have the right to use all ideas or adaptations of the ideas contained in any Proposal received in response to this Request for Competitive Solicitation. Selection or rejection of the Proposal will not affect this right. All Proposals received will be reviewed by the Monroe County TDC Selection Committee. The Selection Committee will recommend that no more than three (3) of the agencies submitting a Proposal be invited to make an oral/visual presentation. The presentation will be made to the Monroe County June 9, 2015in Key West, FL. TDC during an open meeting on Finalists will be informed of the exact No contact regarding this Request for Competitive Solicitationwill time and venue of presentation. be allowed betweenthe applicantand individual members of the TDC Board. The applicant shall Competitive Solicitation for County-wide Website Provider -2015 5 not lobby, solicit or act to influence the TDC Board in any way that may have an effecton the outcome of the competition, discussion or negotiations leading to the award of an Agreement. 1.07GOVERNING LAWS AND REGULATIONS The Proposer is required to be familiar with and shall be responsible for complying with all federal, state and local laws, ordinances, rules and regulations that in any manner affect the work. 1.08PREPARATION OF RESPONSES Signature of the Proposer: The Proposer must sign the response forms in the space provided for the signature. If the Proposer is an individual, the words “doing business as ____________”, or “Sole Owner” must appear beneath such signature. In the case of a partnership, the signature of at least one of the partners must follow the Agencyname and the words “Member of the Agency” should be written beneath such signature. If the Proposer is a corporation, the title of the officer signing the Proposal on behalf of the corporation must be stated along with the Corporation Seal Stamp and evidence of his authority to sign the Proposal must be submitted. The Proposer shall state in the response the name and address of each person interested therein. 1.08.1SUBMISSION OF RESPONSES Proposers must submit one (1) signed original, PLUSone (1) disc OR(1) flash drive A. containing acomplete copy of proposalas a .pdf,plusfour(4) complete paper copies of the Proposal. No waivers shall be allowed for responses which have not been submitted to the 3:00 p.m. County Purchasing Department by on the deadline date. B.The response shall be submitted in one (1) sealed envelope/box, which shall be marked so as to clearly indicate its contents and the name of the Proposer. If forwarded by mail, the above- mentioned envelope shall be enclosed in another envelope addressed to the entity and address stated in the Notice of Requestfor Competitive Solicitation, and preferably by specialdelivery, registered mail; if forwarded otherwise than by mail, it shall be delivered to the same address. Responses will be received until the date and hour stated in the Notice of Request for Competitive Solicitations. C.Each Proposer shall submit with their Proposal the required evidence of their qualifications and experience. D.Finalists will be notified in writing after the Selection Committee reviews and selects no more June 9, 2015 than three (3) applicants to make presentations to the TDC on inKey West, Florida. Thereafter, the recommendation of the TDC will be submitted to the Board of County No contact regarding this Request for Competitive Solicitationwill be Commissioners. allowed between the applicantand the TDC Board. Competitive Solicitation for County-wide Website Provider -2015 6 1.09DETERMINATION OF SUCCESSFUL PROPOSER Award shall be made to the responsible Proposer whose proposal is determined to be the most advantageous to the TDC and County, taking into consideration the evaluation criteria set forth below: Experience,Technical Skillsand Qualifications30 points Written Presentation30 points Financial Ability to Provide Services10 points Fee for Bandwidth10 points Service Capability to Monroe County10 points *If Agencymeets criteria of local business (local preference)10 points Total points earned are on a scale of 1 –100 points (1 = lowest 100 = highest) *To be entitled to the local preference, the Proposer must submit with their proposal a copy of a valid receipt for business tax, issued by the Monroe County Tax Collector within the past year.In addition, the Proposer must certify that the Proposer maintains a physical business address located within Monroe County, from which the Proposer does business on aday-to-day basis.The physical business address must be registered with the Florida Department of State as the principal place of business for at least one year prior to the notice of the request for bids or proposals. Post office boxes are not acceptable. (See Sec. 2-349, Monroe County Code). The TDC and County reserve the right to reject any and all responses and to waive technical errors and irregularities as may be deemed best for the interests of the TDC and County. Responses that are incomplete, unbalanced, conditional, obscureor that contain additions not requested or irregularities of any kind, or that do not comply in every respect with the Instruction to Proposer and the Agreement documents, may be rejected at the option of the TDC and County. 1.10CONTENT OF SUBMISSION The proposal submitted in response to this Request for Competitive Solicitation shall be typed on 8-1/2” x 11” white paper;shall be clear and concise and provide the information requested herein. Statements submitted without the required information will notbe considered. Responses shall be organized and sections noted at top of page. Since oral presentations or demonstrations may not be solicited, the Proposer should not withhold any information from the written response. Each Proposer must submit adequate documentation to certify the Proposer’s compliance with the County's requirements. Proposer should focus specifically on the information requested. Additional information, unless specifically relevant, may distract rather than add to the Proposer’s overall evaluation. We advise that prior to completing the proposal, the Proposer should review the Terms and Conditions Specificto the County-wideWebsite Competitive Solicitationoutlined in Section Three to ensure the capability to handle the Scope of Services required by the Monroe County TDC. The proposal should be set up as follows: A. COVER PAGE “REQUEST FOR COMPETITIVE SOLICITATION- A cover page that states County-wide The cover page should Website Providerfor Monroe County Tourist Development Council.” Competitive Solicitation for County-wide Website Provider -2015 7 contain name, address, telephone number of Proposer, and the name of the Proposer’s contact individual or corporate officer authorized to execute agreements. B.SECTIONS Section 1.Narrative Self-Analysis The Proposer should provide a brief description of the Proposer’s agency, date of establishment, ownership, organizational structure and mission statement. Information regarding ownership must include a listof shareholdersholding 5% or more of stock, or, if the entity is a partnership, a list of general partners; if the entity is a limited liability company, provide a list of members. List all officers and directors of the entity; number of years the business has been operatingas a website provider, including number of years under current name. TheProposer should provide a summary of any industry awards or recognition given to the agencydirectly related to website services. After review of the Monroe County TDC’s current website www.fla-keys.com, Proposer should provide a brief narrative self-analysis of its strengths, weaknesses, and how each will impact the performance of the Agreementbased on the Scope of Servicesand review of current website. Section 2.References Each Proposer shall provide references(minimum of three)for which the Proposer has provided the same or similar services. Each reference shall include, at a minimum: Name and full address (including website address) of reference organization Name of contact person forAgreement Telephone number(s)and e-mail addresses Date of initiation of Agreementwith reference Brief summary comparing the referenced services to these proposed servicesfor website provider services Section 3.Client Information Proposer shall provide the following information: List the largest private website sector clients. Briefly describe the types of services rendered for each account. List and briefly describe website accountsrelative to the travel and tourism industry. List and briefly describe any clients relative to the geographic area of Monroe County, Florida. Provide a statement to show the agency’s willingness, if awarded anAgreementand if there should be a conflict between Monroe County and an existing account, to consider terminating the existing account. Competitive Solicitation for County-wide Website Provider -2015 8 Section4.Financial Statements, Accounting and Bookkeeping Procedures Proposer shall submit a financial statement and company account for all revenues and expenses related to the provision of services under this Agreementpursuant to generally accepted accounting principles.Proposer shall provide the following: a)A set of financial statements (Cash Flow, Income and Expenditure, Balance Sheet)for the prior three years, preferably with an audit opinion, for each of the two most recent fiscal years. b)A statement as to whether accounting for billing purposes is performed in-house or by a contracted accountant. c)A statement regarding the Proposer’s ability to respond to government purchase orders; and d)A statement outlining the procedures that will beused to issue invoices in the billing of services for the TDC. e)Credit references (minimum of three) Section 5.Staff Information a)Proposershall include a list of the proposed staff positions, and describe each of their qualifications and experience that will be dedicated to the account if awarded this Agreement. b)List the total number of staff with qualifications and experience, and list the number and type of minorities, using the federal definitions, included in the staff. c)Proposer shall submit number of sales staff and outline how staff will adequately sell advertising to the Tourism Industry throughout Monroe County (Florida Keys). Section 6.Service Capability to Monroe County a)Describe agency administrative facilities; b)Provide agency website address for review; c)Provide information of location of the closest office available to Monroe County TDC administrative officefor sales andtechnical support. If outside the State of Florida, state if the agency would be willing to locate a sufficiently staffed office in Monroe County or otherwise propose an anticipated method of servicing the account; d)Provide copies of documentation showing authorization to do business in the State of Florida.You must be registered at www.sunbiz.org. e)Provide statement acknowledging that the agency would agree not to represent any new tourism/destination clientswithout the approval of the Monroe County Tourist Development Council. Section 7.Compensation a) The Proposer shall provide all services and support as listed in the Scope of Services at no charge to County or TDC in exchange for the exclusive right of advertising revenues generated from the website. The TDC shall have the right to place sponsorship, partnership, and a TDC logo, and TDC 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 Competitive Solicitation for County-wide Website Provider -2015 9 The Proposer may charge the County for special projects approved by the TDC or Director outside the Scope of Servicessuch as new site enhancements which require the , Proposer to pay for the technologyequipment and production costs needed for use. These special projects shall be paid for through normal County purchase order procedures. b) Bandwidth Service –Proposerwill be paid on an annual basis, a fee for the service providing electronic marketing collateraland downloading of videos from the website. These downloads are expected to average over 15 terabytes of bandwidth transfer per year with great spike fluctuations occurring with certain events or news. Proposershall have enough bandwidth capacity to handle this average load in addition to having immediate access to additional bandwidth capacity as such peak times or events dictate. The annual cost for this service will be $__________ which shall be paid in twelve (12) monthly payments of $__________. Monroe County’s performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the BOCC. Compensation will be discussed during finalist presentations and final decision made during Agreementnegotiations. There are advertising sales guidelines established within Exhibit A of the draft Agreement. Section 8.Litigation The Proposer must provide answers to the following questions regarding claims and suits: a)Hasthe person, principals, entityor any entity previously owned, operated or directed by any of its officers, major shareholders or directors, ever failed to complete work or provide the goods for which it has contracted? Yes or No. If yes, provide details; b)Are there any judgments, claims, arbitration proceeding or suits pending or outstanding against the person, principal of the entity, or entity, or any entity previously owned, operated or directed by any of its officers, directors, or general partners?Yes or No. If yes, provide details; c)Has the person, principal of the entity, entity, or any entity previously owned, operated or directed by any of its officers, major shareholders or directors, within the last five (5) years, been a party to any lawsuit, arbitration, or mediation with regard to anAgreement for servicessimilar to those requested in the specifications with private or public entities? Yes or No.If yes, provide details; d)Has the person, principal of the entity, or any entity previously owned, operated or directed by any of its officers, owners, partners, major shareholders or directors, ever initiated litigation against the County or been sued by the County in connection with an Agreementto provide services, goods or construction services?Yes or No.If yes, provide details; e)Whether, within the last five (5) years, the owner, an officer, general partner, principal, controlling shareholder or major creditor of the person or entity was an officer, director, general partner, principal, controlling shareholderor major creditor of any other entity that failed to perform services or furnish goods similar to those sought in the request for competitive solicitation: Yes or No. If yes, provide details. Competitive Solicitation for County-wide Website Provider -2015 10 Section 9.CountyForms Proposer shall complete and execute the forms specified below and found at the designated Section Five pages in this Request for Competitive Solicitation, and shall include them in : Pages Response Form34 Non-Collusion Affidavit35 Ethics Clause36 Drug Free Workplace37 Local Preference Form38 Copies of all current professional licenses and copies of business tax receipts shall be included in this Section. Section 10.Other Information Provide any additional information which will present evaluators with insight about the qualifications, fitness and abilities of Proposer. Section 11.Request for ProposalChecklist Please review and complete the Request for ProposalChecklist (page 39)included in this Request for Competitive Solicitation. Those applicants not submitting all items requested will automatically be disqualified. 1.11MODIFICATION OF RESPONSES Written modifications of Proposals after the initial submission will be accepted from Proposer only if addressed to the entity and address indicated in the Notice of Request for Competitive Solicitations and received prior to proposal due date and time. Modification must be submitted in a sealed envelope clearly marked on the outside, with the Proposers name and “Modification to REQUEST FOR COMPETITIVE SOLICITATION –County-wide Website Provider for Monroe County Tourist Development Council”. 1.12RESPONSIBILITY FOR RESPONSE The Proposer is solely responsible for all costs of preparing and submitting the response, regardless of whether an Agreementaward is made by the County. 1.13RECEIPT AND OPENING OF RESPONSES Responses will be received until the designated time and will be publicly opened and read aloud at the appointed time and place stated in the Notice of Request for Competitive Solicitations. Monroe County’s representative authorized to open the responses will decide when the specified time has arrived and no responses received thereafter will be considered. No responsibility will be attached to anyone for the premature opening of a response not properly addressed and identified. Proposer or their authorized agents are invited to be present. Competitive Solicitation for County-wide Website Provider -2015 11 1.14DETERMINATION OF SUCCESSFUL PROPOSER Following the receipt of responses, the selection committee will meet in a publicly noticed meeting and evaluate the responses based on the criteria and point total above. The County reserves the right to reject any and all responses and to waive technical errors and irregularities as may be deemed best for the interests of the County. Responses that are incomplete, unbalanced, conditional, obscure or which contain additions not requested or irregularitiesof any kind, or which do not comply in every respect with the instruction to Proposers and the Agreementdocuments, may be rejected at the option of the County. 1.15AWARD OF AGREEMENT a)If the award of an Agreementis annulled, the County may award the Agreementto another Proposer or the work may be re-advertised or may be performed by other qualified personnel as the County decides. b)AnAgreementwill be awarded to the Proposer deemed to provide the services which are in the best interest of the County. c)The County also reserves the right to reject the response of a Proposer who has previously failed to perform properly or to complete contracts of a similar nature on time. d)The recommendations of the TDC will be presented to the Board of County Commissioners of Monroe County(BOCC), Florida, for final approval of Agreement. 1.16EXECUTION OF AGREEMENT The Proposer to whom an Agreementis awarded will be required to return to the County one(1)signed original Agreementtogether with the required certificates of insurance. 1.17INSURANCE The Proposer shall defend, indemnify and hold harmless the County as outlined on the attached form on page 33. Competitive Solicitation for County-wide Website Provider -2015 12 SECTION TWO GENERAL TERMS AND CONDITIONS 2.01DEFINITIONS Wherever used in these General Conditions or in the other Agreementdocuments the terms below have the meanings indicated which are applicable to both the singular and plural thereof. The use of the terms “he,” “him,” “himself” or “his” shall refer to male and female persons alike and should not be construed as derogatory or discriminatory to female persons. Request for Competitive Solicitation: Abbreviation for Request for Competitive Solicitation. Addenda: Written or graphic instruments issued prior to the opening of proposals which clarify, correct . or change the proposal documents or the Agreementdocuments Proposal Documents: The advertisement or invitation calling for proposals, instructions and forms contained in this Request for Competitive Solicitations (Response Form, Non-Collusion Affidavit, Lobbying and Conflict of Interest Clause, Drug Free Workplace) and the proposed Agreement documents (including all addenda issued prior to receipt of responses). AgreementDocuments: The proposal documents, Agreement, addenda (which pertain to the Agreementdocuments), the Proposer’s proposal or response (including documentation accompanying the response and any post-response documentation submitted prior to the notice of award) when attached as an exhibit to the Agreement, these General Conditions, together with all amendments, modifications and supplements. Compensation: Compensation will be discussed during finalist presentations and final decision made during Agreementnegotiations. AgreementTime: The Agreementshall be in force and binding on the County and the Agencyfor a period of three (3) years with an option for the County to extend for additional two (2) year period from the effective date of the Agreement. TDC: Abbreviation for the Monroe County Tourist Development Council. Agency: Entity with whom the County enters into anAgreement. Contractor: The person, agencyor corporation with whom the County has entered into the Agreement. Effective Date of the Agreement: The date indicated in the Agreementon which it becomes effective, but if no such date is indicated it means the date on which the Agreementis signed and delivered by the last of the two parties to sign and deliver. Laws and Regulations; Laws or Regulations: Federal, state and local laws, rules, regulations, ordinances, codes and/or orders. Competitive Solicitation for County-wide Website Provider -2015 13 Notice of Award: The written notice to the apparent successful Proposer stating that upon compliance by the apparent successful Proposer with the conditions precedent enumerated therein, within the time specified, the County will sign and deliver the Agreement. County: The Monroe County Boardof Commissioners with whom the Agencyhas entered into the Agreementand for whom the work is to be provided. Specifications: Those portions of the Agreementdocuments consisting of written technical descriptions of materials and services required under the Agreement. Written Amendment: A written amendment of the Agreementdocuments, signed by the County and the Agency,on or after the effective date of the Agreement. Failure to Execute Required Forms: Failure to execute the required forms shall result in entity being disqualified and the response will be rejected. 2.01PROPOSER’S RESPONSIBILITIES 2.02.1Supervisionand Personnel The Proposer shall supervise and direct the work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the work in accordance with the Agreementdocuments. 2.02.2Parts, Materialsand Equipment Unless otherwise specified in the Agreement, the Proposer shall furnish and assume full responsibility for all services, materials, equipment, labor, transportation, machinery, tools and all other incidentals necessary for the completion of the work. 2.02.3Taxes The Proposer shall pay all sales, consumer, use and other similar taxes required to be paid by the Proposer in accordance with the laws and regulations of the place of the project which are applicable during the performanceof the work. The County is not liable for sales or use taxes. 2.02.4Compliancewith Laws The Proposer shall comply with all applicable laws and regulations of federal, state and local governments. Competitive Solicitation for County-wide Website Provider -2015 14 SECTION THREE TERMS AND CONDITIONS SPECIFIC TO COUNTY-WIDE WEBSITE PROVIDER The websiteagency services shall include the following: Website Provider Services Scope of Services: The Proposershall providefor the Monroe County TDC as described below: a)Key Personnel: This Agreement is a Professional Services Agreement with the expectation that principal personnel will be performing the services. A list of the principal personnel will be given to the TDC for their record and the TDC shall be informed of any changes in TDC Senior Account Executives position. b)At least one Senior Account Executive(s) shall meet with the Monroe County TDC at all regularly scheduled meetings of the TDC Board and at any other times as directed by the TDC. c)The Proposeragrees to assign a Website Senior Account Executivewho 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 Senior Account Executiveor Proposer’s assigned representative will include contact as required with the Chairman of the TDC and 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; and participation and coordination of other related areas of tourism development as it relates to the Section development of an effective website marketing program to the TDC as designated in Three within the Scope of Services. d)Key Personnel will also include a Search Engine Optimization (SEO) Specialist to maintain current SEO standards;a Search Marketing specialist to maintain current paid search techniques and keep abreast of and implement opportunities as they arise; and a Social Media Manager to maintain an active presence in social media and to capitalize on new developments in the space. The Proposeragrees to the following services: a) The Proposershall design, program, maintain and host the website for the County on behalf of the TDC who retains all approvals. b)The site shall be comprehensive including a homepage, TDC district content, special Umbrella sections, places to stay, things to do and see, a calendar of events, accommodations search programs, transportation, news releases, emergency crisis management situation changes, electronic brochures, videos, live cams, and other site categories which may require regular updating as deemed appropriate for marketing purposes by the TDC. The site must have a mobile version to serve visitors with mobile devices. c)The Proposermust be available to meet with District Advisory Committees, Umbrella Committees, marketing agencies of record, TDC Board and TDC staff at regular set meetings or upon request. d)The Proposeragrees that the TDC will have editorial control and approval of the site and all contents. Competitive Solicitation for County-wide Website Provider -2015 15 e)The Proposeragrees that the TDC along with their marketing agencies of record have the right to provide input into the design and creative content of the site. This shall be done by Proposer upon approval of the TDC and direction by the TDC Director. f)The Proposershall furnish and maintain real time, mobile friendly images (live webcams) on the TDC website at different locations or events in Monroe County as mutually agreed by all parties. g)The Proposershall furnish the setup and the capability to download any of the TDC promotional collateral products as on-line electronic fulfillment. These should be in portable document format (PDF) and the Proposershallprovide a monthly report on the number of downloads of each category. h)The Proposershall provide a search mechanism for the site. i)The Proposershall furnish the setup and capability to develop travel trade fulfillment such as travel agent request forms and meeting planner’s Request For Proposals (RFP) forms to be sent electronically. j)The Proposershall furnish a list server service to capture e-mail addresses for Monroe County TDC promotions. The TDC will own the e-mail addresses for their promotional use only. k)The Proposermust host the site with state-of-the-art equipment connected to a high tier of the internet backbone. The Proposershould host the site on redundant servers. l)The Proposershall guarantee service uptime at over 99% except as excused by the conditions of the Force Majeure paragraph of this Agreement. m)The Proposeragrees to identify and furnish safeguards and backups located in different geographical areas to protect electronic data and programming from both natural and manmade disasters so to provide continuous, uninterrupted service. n)The Proposershall implement up to date SEO practices to ensure prominent organic search engine rankings. o)The Proposershall furnish monthly reports to the TDC which will track the number of user sessions, most requested pages, top referring URLs, top search engines, top search keywords or phrase(s), and other requested TDC research assessment of services reports. The report numbers may be audited and verified by an independent entity. p)The Proposershall have the right to create websites, internet ads or other forms of digital marketing for our tourism industry partners and charge the industry for those services. The Proposeragrees to have dedicated sales staff to adequately cover all of Monroe County in equal marketing sales distribution efforts. q)The Proposershall implement a custom password protected content management interface capability to be utilized by the Proposer, TDC Director and TDC marketing agencies of record. r)The Proposer shall maintain a Florida Keys App. Competitive Solicitation for County-wide Website Provider -2015 16 s)The TDC shall have the sole and exclusive right to the authorization of sales, merchandising, reservation system or any mode of revenue producing program, which authorization shall be established through guidelines approved by the TDC as shown in Exhibit A. t)The TDC agrees that the artwork, editorial and photographic material, to be commonly known as ‘data’ collected or prepared by the TDC and/or its contracted agencies, will be released to Proposerat no charge for use solely on the official website, unless protected by copyrights or exclusive-use agreement. u)The TDC shall have the ability for the TDC Web Editor to manage free listings on the site in tourism categories approved by the TDC. Compensation: a)The Proposershall provide all services and support as listed in the Scope of Services at no charge to County or TDC in exchange for the exclusive right to retain all advertising revenues generated from the website. The TDC shall have the right to place sponsorship, partnership and TDC logo signature(s) on the site. The logo signature(s) will bein a mutually agreed upon . format and location and will be at no cost to the TDCIn addition to the compensation for bandwidth service outlined in paragraph (b), below, the Proposermay also charge the County for special projects, approved by the TDC or Director, outside the Scope of Services such as new site enhancements which require the Proposerto pay for technology, equipment, production and maintenance costs, including but not limited to, webcam placement and other enhancements. These special projects shall be paid for through purchase order procedures in amounts the total of which shall not to exceed $(This amount will be budgeted for special projects) per year. b)Bandwidth Service –Proposerwill be paid on an annual basis, a fee for the service providing electronic marketing collateraland downloading of videos from the website. These downloads are expected to average over 15 terabytes of bandwidth transfer per year with great spike fluctuations occurring with certain events or news. Proposershall have enough bandwidth capacity to handle this average load in addition to having immediate access to additional bandwidth capacity as such peak times or events dictate. The annual cost for this service will be $__________ which shall be paid in twelve (12) monthly payments of $__________. Upon approval to exercise an option to extend this Agreement 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 Agreement is contingent upon an annual appropriation by the BOCC. c)Advertising sales guidelines are established within Exhibit A. Competitive Solicitation for County-wide Website Provider -2015 17 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. Advertising: Banner Ads The Proposerwill 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. One (1) rotating banner adand one (1) fixed banner ad per webpage. 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 agreeablelocations. The Proposermay offer the following options to the standard listing. Enhanced Listing –upgrades to the standard listing which include: Thumbnail image next to listing, that when engaged, a new window appears with additional photos and map, video and social media link options. Web Cam Sponsorships Proposercan sell sponsorships for live webcams at different locations throughout the Keys. Advertising Allowances and Restrictions 1.Proposercan 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 Proposerwill have the opportunity to incorporate these as well, however, prior to implementation the Proposershould 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. The Scope of Services may change before negotiating the final Agreementbetween the parties. Section Four A draft Agreementhas been furnished in .The Scope of Services may change before negotiating the final Agreementbetween the parties. Competitive Solicitation for County-wide Website Provider -2015 18 SECTION FOUR DRAFT AGREEMENT THIS AGREEMENT (Agreement), made and entered into this ____ day of _______, 2015, A.D., by _____________ and between Monroe County, Florida, (hereinafter called the County), and (hereinafter called the Contractor). WITNESSETH: WHEREAS, Contractor is uniquely qualified to provide professional website services which includes consulting and technological advice relating to the Tourist Development Council (TDC) website, and NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: 1.Term: The term of this Agreement is for a period of three (3) years beginning October 1, 2015 and expiring on September 30, 2018. The County shall have an option to extend the Agreement for one additional two (2) year period. Website Provider Services 2.Scope of Services: The Contractor shall providefor the Monroe County TDC as described below: a)Key Personnel: This Agreement is a Professional Services Agreementwith the expectation that principal personnel will be performing the services. A listof the principal personnel will be given to the TDC for their record and the TDC shall be informed of any changes in TDC Senior Account Executives position. b)At least one Senior Account Executive(s) shall meet with the Monroe County TDC at all regularly scheduled meetings of the TDC Board and at any other times as directed by the TDC. c)The Contractor agrees to assign a Website Senior Account Executivewho 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 Senior Account Executiveor Contractor’s assigned representative will include contact as required with the Chairman of the TDC and 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; and participation and coordination of other related areas of tourism development as it relates to the Section development of an effective website marketing program to the TDC as designated in Three within the Scope of Services. d)Key Personnel will also include a Search Engine Optimization (SEO) Specialist to maintain current SEO standards, a Search Marketing specialist to maintain current paid search techniques and keep abreast of and implement opportunities as they arise; and a Social Media Manager to maintain an active presence in social media and to capitalize on new developments in the space. 3.The Contractor agrees to the followingservices: a) The Contractor shall design, program, maintain and host the website for the County on behalf of the TDC who retains all approvals. Competitive Solicitation for County-wide Website Provider -2015 19 b)The site shall be comprehensive including a homepage, TDC district content, special Umbrella sections, places to stay, things to do and see, a calendar of events, accommodations search programs, transportation, news releases, emergency crisis management situation changes, electronic brochures, videos, live cams, and other site categories which mayrequire regular updating as deemed appropriate for marketing purposes by the TDC. The site must have a mobile version to serve visitors with mobile devices. c)The Contractor must be available to meet with District Advisory Committees, Umbrella Committees, marketing agencies of record, TDC Board and TDC staff at regular set meetings or upon request. d)The Contractor agrees that the TDC will have editorial control and approval of the site and all contents. e)The Contractor agrees that the TDC along with their marketing agencies of record have the right to provide input into the design and creative content of the site. This shall be done by Contractor upon approval of the TDC and direction by the TDC Director. f)The Contractor shall furnish and maintain real time, mobile friendly images (live webcams) on theTDC website at different locations or events in Monroe County as mutually agreed by all parties. g)The Contractor shall furnish the setup and the capability to download any of the TDC promotional collateral products as on-line electronic fulfillment. These should be in portable document format (PDF) and the Contractor shallprovide a monthly report on the number of downloads of each category. h)The Contractor shall provide a search mechanism for the site. i)The Contractor shall furnish the setup and capability to develop travel trade fulfillment such as travel agent request forms and meeting planner’s Request For Proposals (RFP) forms to be sent electronically. j)The Contractor shall furnish a list server service to capture e-mail addresses for Monroe County TDC promotions. The TDC will own the e-mail addresses for their promotional use only. k)The Contractor must host the site with state-of-the-art equipment connected to a high tier of the internet backbone. The Contractor should host the site on redundant servers. l)The Contractor shall guarantee service uptime at over 99% except as excused by the conditions of the Force Majeure paragraph of this Agreement. m)The Contractoragrees to identify and furnish safeguards and backups located in different geographical areas to protect electronic data and programming from both natural and manmade disasters so to provide continuous, uninterrupted service. n)The Contractor shall implement up to date SEO practices to ensure prominent organic search engine rankings. Competitive Solicitation for County-wide Website Provider -2015 20 o)The Contractor shall furnish monthly reports to the TDC which will track the number of user sessions, most requested pages, top referring URLs, top search engines, top search keywords or phrase(s), and other requested TDC research assessment of services reports. The report numbers may be audited and verified by an independent entity. p)The Contractor shall have the right to create websites, internet ads or other forms of digital marketing for our tourism industry partners and charge the industry for those services. The Contractor agrees to have dedicated sales staff to adequately cover all of Monroe County in equal marketing sales distribution efforts. q)The Contractor shall implement a custom password protected content management interface capability to be utilized by the Contractor, TDC Director and TDC marketing agencies of record. r)The Contractor shall maintain a Florida Keys App s)The TDC shallhave the sole and exclusive right to the authorization of sales, merchandising, reservation system or any mode of revenue producing program, which authorization shall be established through guidelines approved by the TDC as shown in Exhibit A. t)The TDCagrees that the artwork, editorial and photographic material, to be commonly known as ‘data’ collected or prepared by the TDC and/or its contracted agencies, will be released to Contractor at no charge for use solely on the official website, unless protected by copyrights or exclusive-use agreement. u)The TDC shall have the ability for the TDC Web Editor to manage free listings on the site in tourism categories approved by the TDC. 4.Compensation: a)The Contractor shall provide all services and support as listed in the Scope of Services at no charge to County or TDC in exchange for the exclusive right to retain all advertising revenues generated from the website. The TDC shall have the right toplace sponsorship, partnershipand TDC logo signature(s) on the site. The logo signature(s) will bein a mutually agreed upon . format and location and will be at no cost to the TDCIn addition to the compensation for bandwidth service outlined in paragraph (b), below, the Contractor may also charge the County for special projects, approved by the TDC or Director, outside the Scope of Services such as new site enhancements which require the Contractor to pay for technology, equipment, production and maintenance costs, including but not limited to, webcam placement and other enhancements. These special projects shall be paid for through purchase order procedures in amounts the total of which shall not to exceed $(This amount will be budgeted for special projects) per year. b)Bandwidth Service –Contractor will be paid on an annual basis, a fee for the service providing electronic marketing collateraland downloading of videos from the website. These downloads are expected to average over 15 terabytes of bandwidth transfer per year with great spike fluctuationsoccurring with certain events or news. Contractor shall have enough bandwidth capacity to handle this average load in addition to having immediate access to additional bandwidth capacity as such peak times or events dictate. The annual cost for this service will be $__________which shall be paid in twelve(12) monthly payments of $__________.Upon approval to exercise an option to extend this Agreement for an additional two (2) year period, the Competitive Solicitation for County-wide Website Provider -2015 21 annual cost of service may be adjusted. Monroe County’s performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the BOCC. c)Advertising sales guidelines are established within Exhibit A. 5.Contractor’s Acceptance of Conditions:The Contractor hereby agrees to carefully examine the Scope of Services and assumes full responsibility therefore. Under no circumstances, conditions or situations shall this Agreement be more strongly construed against the County than against the Contractor. a)Any ambiguity or uncertainty inthe Scope of Services shall be interpreted and construed by the County, and the County’s decision shall be final and binding upon all parties. b)The passing, approval and/or acceptance by the County of any of the services furnished by the Contractor shall not operate as a waiver by the County of strict compliance with the terms of this Agreement. Failure on the part of the Contractor, immediately after Notice to Correct a default, shall entitle the County, if it sees fit, to correct the same and recover the reasonable cost of such replacement and/or repair from the Contractor, who in any event shall be jointly and severely liable to the County for all damage, loss and expense caused to the County by reason of the Contractor’s breach of this Agreement and/orhis failure to comply strictly and in all things with this Agreement and with the specifications. c)The Contractor agrees that the TDC may designate representatives to visit the Contractor’s facility(ies) periodically to conduct random open file evaluations during the Contractor’s normal business hours. d)The Contractor warrants that it has, and shall maintain throughout the term of this Agreement, appropriate licenses and permits required to conduct its business, and that it will at all times conduct itsbusiness activities in a reputable manner. Proof of such licenses and permits shall be submitted to the County upon request. 6.Contractor’s Financial Records: Contractor shall maintain all books, records and documents directly pertinent to performanceunder this Agreement in accordance with generally accepted accounting principles consistently applied. 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 for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to the Contractor pursuant to this Agreementwere spent for purposes not authorized by this Agreement, the contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03, Florida Statute, running from the date the monies were paid to Contractor. 7.Public Access: The County and Contractor 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 bythe County and Contractor in conjunction with this Agreement; and the County shall have the right to unilaterally cancel this Agreement upon violation of this provision by Contractor. Pursuant to F.S. 119.0701, Contractor and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: Competitive Solicitation for County-wide Website Provider -2015 22 a)Keep and maintain public records that ordinarily and necessarily would be required by Monroe County in order to perform the service. b)Provide the public with access to public records on the terms and conditions that Monroe County would provide the records and at a cost that does not exceed the cost provided in Florida Statutes, Chapter 119 or as otherwise provided by law. c)Ensure that public records that are exempt orconfidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. d)Meet all requirements for retaining public records and transfer, at no cost, to Monroe County all public records in possession of the Contractor upon termination of the Agreement and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to Monroe County in a format that iscompatible with the information technology systems of Monroe County. 8.Hold Harmless: The Contractor covenants and agrees to indemnify and hold harmless the County and the TDC from any and all claims for bodily injury (including death), personal injury and property damage (including property owned by Monroe County) and any other losses, damages and expenses (including attorney’s fees) which arise out of, in connection with, or by reason of services provided by the Contractor or any of its subcontractors in any tier, occasioned by the negligence, errors or other wrongful act of omission of the Contractor or its subcontractors in any tier, their employees or agents. 9.Independent Contractor: At all times and for all purposes under this Agreement the Contractor is an Independent Contractor and not an employee of the County. No statement contained in this Agreement shall be construed so as to find the Contractor or any of his employees, contractors, servants or agents to be employees of the County. 10.Nondiscrimination: The parties 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 Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. The parties 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 VII of the Civil Rights Act of 1964 (PL 88-352), which prohibit discrimination in employment on the basis of race, color, religion, sex and national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC§§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 USC §794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975,as amended (42 USC §§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, §§523 and 527 (42 USC §§690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC §§3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC §§1201), as amended from time to time, relating to nondiscrimination in employment on the basis of disability; 10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of Competitive Solicitation for County-wide Website Provider -2015 23 race, color, sex, religion, 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 ofthis Agreement. 11.Assignment/Subcontract: The Contractor shall not assign or subcontract its obligations under this Agreement, except in writing and with the prior written approval of the County and Contractor, which approval shall be subject to suchconditions and provisions as the County may deem necessary. 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 Agreement. 12.Compliance with Law: In providing all services/goods pursuant to this Agreement, the Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this Agreement and shall entitle the County to terminate this Agreement immediately upon delivery of written notice of termination to the Contractor. The Contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. 13.Disclosure and Conflict of Interest: The Contractor represents that it, its directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this Agreement, as provided in Sect. 112.311, et seq., Florida Statutes. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one’s agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Upon execution of this Agreement, and thereafter aschanges may require, the Contractor shall notify the County of any financial interest it may have in any and all programs in Monroe County which the Contractor 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 Contractor 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 Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or Contractor, 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 Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement 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. 14.Arrears: The Contractor shall not pledge the County’scredit or make it a guarantor of payment or surety for any agreement, debt, obligation, judgment, lien or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. Competitive Solicitation for County-wide Website Provider -2015 24 15.Notice Requirement: Any notice required or permitted under this Agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, return receipt requested, to the following: FOR TDC:Maxine Pacini Monroe County TDC 1201 White Street #102 Key West, FL 33040 FOR COUNTY:Christine Limbert-Barrows, Assistant County Attorney PO Box 1026 Key West, FL 33041-1026 FOR CONTRACTOR: 16.Taxes:The County is exempt from payment of Florida State Sales and Use taxes. The Contractor 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 Agreement, noris the Contractor authorized to use the County’s Tax Exemption Number in securing such materials. The Contractor shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this Agreement. 17.Termination: a)The County may terminate this Agreement for cause with seven (7) days’ notice to the Contractor. Cause shall constitute a breach of the obligations of the Contractor to perform the services enumerated as the Contractor’s obligations under this Agreement. b)Either of the parties hereto may terminate this Agreement without cause by giving the other party ninety (90) days written notice of its intention to do so. 18.Governing Law, Venue, Interpretation, Costs and Fees: a)This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to agreements 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 Agreement, the County and Contractor agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. c)The County and Contractor agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them, the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. Competitive Solicitation for County-wide Website Provider -2015 25 d)Severability. If any term, covenant, condition or provision of this Agreement (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 Agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this Agreement 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 Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to theintent of the stricken provision. e)Attorney’s Fees and Costs. The County and Contractor 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 Agreement, 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 Agreement 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 Contractor 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 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 Agreement or by Florida law. g)Cooperation. In the event any administrative or legal proceeding is institutedagainst either party relating to the formation, execution, performance or breach of this Agreement, County and Contractor 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 Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 19.Binding Effect: The terms, covenants, conditions and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, successors and assigns. 20.Authority: Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 21.Claims for Federal or State Aid: Contractor 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 Agreement; provided that all applications, requests, grant proposals and funding solicitations are not for funding already provided under this Agreement. 22.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 activityof officers, agents or employees of any public agents or Competitive Solicitation for County-wide Website Provider -2015 26 employees of the County, when performing their respective functions under this Agreement 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. 23.Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory Duties. This Agreement 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 Agreement 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. 24.Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement 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 Contractor agree that neither the County nor the Contractor 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 Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 25.Attestations: Contractor agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement and a Drug-Free Workplace Statement. 26.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 Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 27.Insurance:The Contractor 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 Contractor 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 Contractor’s failure to maintain the required insurance. The Contractor 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. All Insurance policies must specify that they have a thirty (30) day notice ofcancellation, non-renewal, material change in policy language or reduction in coverage. Competitive Solicitation for County-wide Website Provider -2015 27 The acceptance and/or approval of the Contractor’s insurance shall not be construed as relieving the Contractor from any liability or obligation assumed under this Agreementor imposed by law. The Monroe County BOCC, its employees and officials shallbe included as an“Additional Insured” on all insurancepolicies, 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 formentitled “Request for Waiver of Insurance Requirements”Any deviation must be approved in writingby Monroe County Risk Management. a)Prior to the commencement of work governed by this Agreement,the Contractor shall obtain Workers’ Compensation Insurance with limits sufficient tocomply withFlorida Statute 440. In addition, the Contractor shall obtain Employers’ Liability Insurance with limits of not less than: $100,000Bodily Injury by Accident $500,000Bodily Injury by Disease $100,000Bodily 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 A.M. Best Company. b)Prior to the commencement of work governed by this Agreement, the Contractor shall obtain General Liability Insurance. Coverage shall bemaintained 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: $1,000,000per Occurrence and $1,000,000 Aggregate If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $1,000,000per 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. c)Recognizing that the work governed by this Agreement involves the furnishing of advice or services of a professional nature, the Contractor shall purchase and maintain, throughout the life Competitive Solicitation for County-wide Website Provider -2015 28 of the Agreement, Professional Liability Insurance, which will respond to damages resulting from any claim arising out of the performance of professional services or any error or omission of the Contractor arising out of work governed by this Agreement. The minimum limits of liability shall be: $300,000 per Occurrence/$500,000 Aggregate. The Monroe County BOCC shall be named as Additional Insured as their interests may appear on all insurance policies issued to satisfy the above requirements. 28.Force Majeure:The Contractorshall 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 other actsof God, Contractorhas exercised reasonable care in the prevention or mitigation of damages and delay, any such delay or failure shall not constitute a breach of the agreement.Upon demand of TDC or County, the Contractormust furnish evidence of the causes of such delay or failure. 29.Execution in Counterparts: This Agreement 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 mayexecute this Agreement by signing any such counterpart. 30.Section Headings: Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. Competitive Solicitation for County-wide Website Provider -2015 29 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. (SEAL)Board of County Commissioners Attest: Amy Heavilin, Clerkof Monroe County Deputy ClerkMayor/Chairman …………………………………………………………………………………………………… (To be filled out by Contractor) By President ______________________________________________ Print NameDate AND TWO WITNESSES (1)_________________________(2)_________________________ (1)_________________________(2)_________________________ Print NamePrint Name Date:Date: ___________________________________________ Competitive Solicitation for County-wide Website Provider -2015 30 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. 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. One (1) rotating banner ad,and one (1) fixed banner ad per webpage. 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, that when engaged, a new window appears 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. Competitive Solicitation for County-wide Website Provider -2015 31 SECTION FIVE INSURANCE REQUIREMENTS AND RESPONSE FORMS REQUIRED BY MONROE COUNTY, FLORIDA Competitive Solicitation for County-wide Website Provider -2015 32 RISK MANAGEMENT POLICY AND PROCEDURES AGREEMENTADMINISTRATION MANUAL Indemnification and Hold Harmless for Other Contractors and Subcontractors The Agencycovenants and agrees to indemnify and hold harmless Monroe County Board of County Commissioners from any and all claims for bodily injury (including death), personal injuryand 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 Agencyor any of its Subcontractor(s) in any tier, occasioned by the negligence, errorsor other wrongful act of omission of the Agencyor its Subcontractors in any tier, their employeesor agents. In the event the completion of the project (to include the work of others) is delayed or suspended as a result of the Agency’sfailure to purchase or maintain the required insurance, the Agencyshall indemnify the County from any and all increased expenses resulting from such delay. The first ten dollars ($10.00) of remuneration paid to the Agencyis for the indemnification provided for above. The extent of liability is in no way limited to, reducedor lessened by the insurance requirements contained elsewhere within this Agreement. Competitive Solicitation for County-wide Website Provider -2015 33 RESPONSE FORM RESPONSE TO: MONROE COUNTY BOARDOF COUNTY COMMISSIONERS c/o PURCHASING DEPARTMENT GATO BUILDING, ROOM 1-213 1100 SIMONTON STREET KEY WEST, FLORIDA 33040 I acknowledge receipt of Addenda No. (s) I have included: Proposal _____Ethics Clause ____ Non-Collusion Affidavit ____ Drug Free Workplace Form ____ Local Preference Form_______ In addition, I have included a current copy of the following professional licenses and business tax receipts: ________________________________________________________________________________ (Check mark items above, as a reminder that they are included.) Mailing Address:Telephone: ___________________ Fax: _________________________ Date: ________________________ Signed: Witness: (Seal) (Name) (Title) Competitive Solicitation for County-wide Website Provider -2015 34 NON-COLLUSION AFFIDAVIT I, ________________________________ of the city of ___________________________ according to law on my oath, and under penalty of perjury, depose and say that: I am of the Agency ofthe Proposer making the Proposal for the project described in the Notice of Request for Competitive Solicitations for: and that I executed the said Proposal with full authority todo so;and 1.The prices in this Proposal have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other Proposer or with anycompetitor; 2.Unless otherwise required by law, the prices which have been quoted in this Proposal have not been knowingly disclosed by the Proposer and will not knowingly be disclosed by the Proposer prior to Proposal opening, directly or indirectly, to any other Proposer or to any competitor; 3.No attempt has been made or will be made by the Proposer to induce any other person, partnership or corporation to submit, or not to submit, a Proposal for the purpose of restricting competition; and 4.The statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding agreementsfor said project. (Signature of Proposer)(Date) STATE OF: COUNTY OF: PERSONALLY APPEARED BEFORE ME, the undersigned authority, ____________ who, after first being sworn by me, (name of individual signing) ____ affixed his/her signature in the space provided above on this _____ day of 20. NOTARY PUBLIC My Commission Expires: __________________________ Competitive Solicitation for County-wide Website Provider -2015 35 ETHICS CLAUSE SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY,FLORIDA ______________________________________ warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of 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 this provision the County may, in its discretion, terminate this Agreementwithout liability and may also, in its discretion, deduct from the Agreementor purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. _______________________________________ (Signature) _______________________________________ (Date) STATE OF __________________________________ COUNTY OF ________________________________ PERSONALLY APPEARED BEFORE ME, the undersigned authority, ________________________who, after first being sworn by me, affixed his/her signature (name of ___ individual signing) in the space provided above on this _____ day of __________________, 20. _______________________________________ NOTARY PUBLIC My commission expires:__________________________ OMB -MCP FORM #4 Competitive Solicitation for County-wide Website Provider -2015 36 DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: _________________________________________________________________________________ (Name of Business) 1.Publishesa statement notifying employees that the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Informsemployees about the dangers of drug abuse in the workplace, the business’s policy of maintaining a drug-free workplace, any available drug counseling, rehabilitationand employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Giveseach employee engaged in providing the commodities or contractual services that are under Proposal a copy of the statement specified in Subsection 1.04. 4. In the statement specified in Subsection 1, notifiesthe employees that, as a condition of working on the commodities or contractual services that are under Proposal, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five (5) days after such conviction. 5. Imposesa sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee’s community, or any employee who is so convicted. 6. Makesa good faith effort to continue to maintain a drug-free workplace through implementation of this Section. As the person authorized to sign the statement, I certify that this Agencycomplies fully with the above requirements. __________________________________________ Proposer’s Signature __________________________________________ Date Competitive Solicitation for County-wide Website Provider -2015 37 LOCAL PREFERENCE FORM A.Vendors claiming a local preference according to Sec. 2-349, Monroe County Code must complete this form. Name of Proposer/Responder______________________________Date:_______________ 1.Does the vendor have a valid receipt for the business tax paid to the Monroe County Tax Collector dated at least one year prior to the notice or request for bid or proposal? __________ (Please furnish copy.) 2.Does the vendor have a physical business address located within Monroe County from which the vendoroperates or performs business on a day to day basis that is a substantial component of the goods or services being offered to Monroe County?_________________. The physical business address must beregistered with the Florida Department of State as its principal place of business for at least one year prior to the notice of request for bids or proposals. (Please furnish copy of Florida Department of State Detail by Entity Name sheet showing Principal Address). List Address: _________________________________________________________________ Telephone Number:____________________________________________________________ B. Does the vendor/prime contractor intend to subcontract 50% or more of the goods, services or construction to local businesses meeting the criteria above as to licensing and location? ____________ If yes, please provide: 1.Copy of receipt of the business tax paid to the Monroe County Tax Collector by the subcontractor dated at least one year prior to the notice or request for bid or proposal. 2.Subcontractor address within Monroe County from which the subcontractor operates: _________________________________________Tel. Number _____________________ _________________________________________Print Name: ______________________ Signature and Title of Authorized Signatory for Bidder/Responder: STATE OF _____________________ COUNTY OF ___________________ On this _____ day of ______, 20_____,before me, the undersigned notary public, personally appeared __________________________, known to me to be the person whose name is subscribed above or who produced ______________________as identification, and acknowledged that he/she is the person who executed the above Local Preference Form for the purposes therein contained. _______________________________________ Notary Public _______________________________________ Print Name My commission expires: _________________Seal Competitive Solicitation for County-wide Website Provider -2015 38 SECTION SIX REQUEST FOR COMPETITIVE SOLICITATIONCHECKLIST Please ensure that all items have been checked before submitting Request for Competitive Solicitation. Submit this checklist as the last page of your proposal. 1.Cover Page 2.Narrative Self-Analysis 3.References 4.Client Information 5.Financial Statements, Accounting and Bookkeeping Procedures 6.Staff Information 7.Service Capability to Monroe County 8.Compensation 9.Litigation 10.County Forms 11.Other Information 12.CompletedCompetitive SolicitationChecklist Competitive Solicitation for County-wide Website Provider -2015 39