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Item G07BOARD OF COUNTY COMMISSIONERS County of Monroe A Mayor Heather Carruthers, District 3 f T$ne Florida Keys (, S �� Mayor Pro Tem George Neugent, District 2 t� ) ��` �� �' Danny L. Kolhage, District 1 David Rice, District 4 Sylvia J. Murphy, District 5 County Commission Meeting November 22, 2016 Agenda Item Number: G.7 Agenda Item Summary #2336 BULK ITEM: Yes DEPARTMENT: Tourist Development Council TIME APPROXIMATE: STAFF CONTACT: Ammie Machan (305) 296 -1552 N/A AGENDA ITEM WORDING: Approval of an Amendment to Agreement with FloridaKeys.com to amend Exhibit A of the agreement outlining Website Provider Sales Guidelines and to add updated public records compliance requirements ITEM BACKGROUND: Due to the redesign of the TDC's website it has become necessary to amend Exhibit A of the Agreement which outlines Website Provider Sales Guidelines. The allowance of one (1) fixed banner ad per page has been removed and replaced with the allowance for three (3) rotating banner ads per page. Enhanced listings, when engaged, will not be required to open in a new window. Additional Public Records Compliance language has also been added. TDC approved same at their meeting of September 20, 2016 PREVIOUS RELEVANT BOCC ACTION: BOCC approved original agreement at their meeting of July 15, 2015 CONTRACT /AGREEMENT CHANGES: Amendment to Agreement STAFF RECOMMENDATION: Approval DOCUMENTATION: FloridaKeys.com Amendment and Original Agreement FINANCIAL IMPACT: Effective Date: October 1, 2015 Expiration Date: September 30, 2018 Total Dollar Value of Contract: $375,000 for Special Project and $105,000 for Bandwidth Total Cost to County: No Cost to County Current Year Portion: $125,000 for Special Projects and $35,000 for Bandwidth Budgeted: Yes Source of Funds: TDC CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: No Grant: County Match: Insurance Required: Yes Additional Details: If yes, amount: See Attached List of Line Itme Numbers REVIEWED BY: Maxine Pacini Completed 11/02/2016 3:20 PM Christine Limbert Completed 11/02/2016 3:24 PM Budget and Finance Completed 11/02/2016 4:28 PM Maria Slavik Completed 11/07/2016 2:49 PM Kathy Peters Completed 11/08/2016 9:29 AM Board of County Commissioners Pending 11/22/2016 9:00 AM FLORIDAKEYS.COM LINE ITEM NUMBERS 116 76065 530340 TG66655X 530340 117 77020 530480 TP67656X 530340 118 78020 530340 TP68656X 530340 119 79020 530340 TP69656X 530340 120 70020 530340 TP60656X 530340 121 71020 530340 TP61656X 530340 AMENDMENT 1st AMENDMENT) TO AGREEMENT THIS AMENDMENT to agreement dated the day of 2016, is entered into by and between the Board of County Commissioners for Monroe County, a political subdivision of the state of Florida (County), on behalf of the Tourist Development Council, and FloridaKeys.com hereinafter referred to as "Contractor". WHEREAS, there was an agreement entered into on July 15, 2015 between the parties, for Contractor to provide professional website services which includes consulting and technological advice relating to the Tourist Development Council (TDC) website; and WHEREAS, due to the redesign of the website it has become necessary to amend Exhibit A which outlines Website Provider Sales Guidelines NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amended agreement as follows: 1. Exhibit A of the agreement shall be revised and attached hereto 2. Paragraph 7 of the agreement shall be revised to read as follows: Public Records Compliance. Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. Amendment #1 FloridaKeys.com Contract #: 1486 (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. If the Contractor does not comply with the County's request for records, the County shall enforce the public records contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under section 119.10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise prodded in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT CONTACT THE CUSTODIAN OF PUBLIC RECORDS BRIAN BRADLEY AT PHONE# 305- 292 -3470 BRADLEY - BRIAN MONROECOUNTY- FL.GOV MONROE COUNTY ATTORNEY'S OFFICE 1111 12 Street SUITE 408 KEY WEST FL 33040. Amendment #1 FloridaKeys.com Contract #: 1486 1 0 A. I ii pvgp i p i � . I & The mnalning previsions of the contract dated J* 16. 201 remain In full force and IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first aboww0w. (SEAL) Attest: Amy Heavilln, Clerk Deputy Clerk Board of County Commissioners of Monroe County MayadChaimmn AND TWO WITNESSES (1} 1 ' (-, 4, PrintPame 'wal, I UFO MONROE COUNTY ATTORN PR V SAS TO FORM: 0"M M. U RNgy Dots Antendnift #1 morl"K"Lem C44ftd A 1486 Exhibit A Website Provider Sales Guidelines This document will serve as guidelines and authorization to facilitate the website provider sales for the Monroe County TDC websites. Effective with the launch of the redesign of the website, which shall be no later than January 1, 2017. Advertising: Banner Ads The Contractor will have the opportunity to sell and place banner ads on the website. The banner ads should conform to internet standards pertaining to size and functionality to be approved by the TDC. Three (3) rotating banner ads per webpage. Additional banners may be added upon the approval of the TDC. Hyperlinks Advertising in the form of hyperlinks can be sold throughout the website. The TDC will allow links to tourist industry associations or organizations such as chambers of commerce, lodging associations, attractions associations, etc. at no cost at agreeable locations. The Contractor may offer the following options to the standard listing. Enhanced Listing — upgrades to the standard listing which include: ■ Thumbnail image next to listing, with additional photos and map, video and social media link options. Web Cam Sponsorships Contractor can sell sponsorships for live webcams at different locations throughout the Keys. Advertising Allowances and Restrictions I. 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. FloridaKeys.com ID #: 1486 AGREEMENT THIS AGREEMENT (Agreement), made and entered into this day of 2015, A.D., by and between Monroe County, Florida, (hereinafter called the County), "nd - lorldal(eys.com (hereinafter called the Contractor). WITNESSETH: WHEREAS, a Request for Competitive Solicitations for the TDC website was issued on March 2, 2015; and WHEREAS, Contractor was the sole respondent to the Competitive Solicitation; and 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 WHEREAS, the TDC website is a vital component to the promotion of tourism in the Florida Keys, and WHEREAS, Contractor has been furnishing quality professional website services which promote tourism to the County for sixteen (16) years; and WHEREAS, County and Contractor currently have a contractual arrangement for services through September 30, 2015; and WHEREAS, the TDC, an advisory board to the County's Board of County Commissioners (BOCC) has recommended to County that a new Agreement for website provider services be entered Into with Contractor, 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. 2. Scope of ervi s: The Contractor shall provide Webalte Provider Senrlcea fear 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. FlorldaKsya.00m IEW 1480 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 Webske Senior Account Executive who will devote such time and effort as necessary to the account on a priority basis, including full time and emergency situations when required. Duties of the Senior Account Executive or 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 fire districts and Umbrella Committees within the Keys as directed by the TDC; and participation and coordination of other related areas of tourism development as I relates to the development of an effective webske marketing program to the TDC. 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 following services: a) The Contractor shall design, program, maintain and host the websibe 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 sibs 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. FlorWaKeye.com 2 Ift 1408 f) The Contractor shall fumish 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 Contractor shall fumish the setup and the capability to download any of the TDC promotional collateral products as on -line electronic futtiiiment. These should be in portable document format (PDF) and the Contractor shall provide a monthly report on the number of downloads of each category. h) The Contractor shall provide a search mechanism for the site. 1) The Contractor shall furnish the setup and capability to develop travel trade fuffillment 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 email addresses for Monroe County TDC promotions. The TDC will own the email addresses for their promotional use only. k) The Contactor must host the site with state -of the -art equipment connected to a high Her of the Internet backbone. The Contractor should host the site on redundant servers. 1) 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 Contractor agrees to identify and fumish safeguards and backups looted 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. o) The Contractor shall fumish 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. FloddeK 3 eys.com IDS: 1486 r) The Contractor shall maintain a Florida Keys App 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 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. en on: 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 to place sponsorship, partnership and TDC logo signature(s) on the site. The logo signature(s) will be in a mutually agreed upon format and location and will be at no cost to the TDC. in 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 $ 26000 per year. b) Bandwidth Service - The Contractor will be paid on an annual basis, a fee for the service providing electronic marketing collateral and 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. 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 $36,000 which shall be paid in twelve (11) monthly payments of $2,916 and one (1) payment of $2,924. 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. 5. C n of Conditions: The Contractor hereby agrees to carefully examine the Scope of Services and assumes full responsibility therefore. Under no circumstances, RmWaKep.com 4 IDO: 1486 conditions or situations shall this Agreement be more strongly construed against the County than against the Contractor. a) Any ambiguity or uncertainty In the 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 fumished 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/or his 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 Its business activities in a reputable manner. Proof of such licenses and permits shall be submitted to the County upon request. S. C i I Records: Contractor shall maintain all books, records and documents directly pertinent to performance under 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 tern 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 Agreement were 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 by the 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 Ism of the State of Florida, including but not limited to: a) Keep and maintain public records that ordinarily and necessarily would be required by Monroe County in order to perform the service. FlorldaKeye.com 5 IDS: 1486 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 or confidential 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 is compatible with the information technology systems of Monroe County. B. Hold 1jarmless : 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. IndependeaL 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 FloridaKeysxom 6 ID* 1486 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 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 of this Agreement. 11. AssignM2nt/Sub2Mtract 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 such conditions and provisions as the County may deem necessary. This paragraph shall be incorporated by referenos into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. 12. Compliance - with : 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 as changes 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 FlorldaKeys.com 7 IEW 1488 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's credit 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 15. Notice R n : 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 QR CONTRACTOR Christine Limbert- Barrows, Assistant County Attorney PO Box 1026 Key West, FL 33041 -1026 Thomas K. Cooke CEO and President FloddaKeys.com 701 Simonton Street Key West, FL 33040 16. TIs 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, nor is 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. Florid .corn 8 IDS: 1486 18. C v mi in os - n. 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. d) Severability. ff 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 enforosable 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 the intent 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. fl 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 instituted against 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 FlorldaKeys.com 9 Ot 1488 specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 19. Bindino 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. Author t : 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 Fedft 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. Pdvilages and imrn : All of the privileges and immunities from liability, exemptions from laws, ordinances and rules, and pensions and relief, disability, workers` compensation and other benefits which apply to the activity of officers, agents or employees of any public agents or employees of the County, when performing their respective functions under this 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. L oal Obligations and Mponsibilifies 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. FloddeKeysxom tti IDS: 1486 28. 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. Insunince: 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 Contractoes 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 of cancellation, non - renewal, material change in policy language or reduction in coverage. 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 Agreement or imposed by law. The Monroe County BOCC, its employees and officials shall be included as an "Additional Insured" on all insurance policies, except for Workers' Compensation, as their Interests may appear In all policies issued to satisfy these requirements. Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled 'Request for Waiver of insurance Requirements°. Any deviation must be approved in writing by Monroe County Risk Management. a) Prior to the commencement of work governed by this Agreement, the Contractor shall obtain Workers' Compensation Insurance with limits sufficient to comply with Florida Statute 440. In addition, the Contractor shall obtain Employers' Liability Insurance with limb of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease $100,000 Bodily Injury by Disease, each Employee Coverage shall be maintained throughout the entire term of this Agreement. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida and the company or companies must maintain a minimum rating of A V1, as assigned by the A.M. Best Company. lI FloddaKeys.com IDX. 1488 b) Prior to the commencement of work governed by this Agreement, the Contractor shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the Agreement and Include, as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability • Expanded Definition of Property Damage The minimum limits acceptable shall be: $1,000,000 per Occurrence and $1,000,000 Aggregate If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $1,000,000 per Occurrence $ 100,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this Agreement. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. 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 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 Jeure The Contractor shall not be liable for delay in performance or failure to perform In whole or in part, the services due to the occurrence of any contingency beyond its control or other acts of God, Contractor has 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 Contractor must furnish evidence of the causes of such delay or failure. 29. Execution In Countervarts, : 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 12 FlorldaKep.com IDS: 1486 !UO3 9CCZ) [� UOISIABU] 4UBWBBJBV JeUIBIJO Pue 4uqWpuqWv Woo :4uqWq3e44V OW am d" plan he, la MW avc=ft tldo AWaWm t by alonhp mWgUM aorwr�dana of hm bean In i to in Mb A WVWU M a a . I gft of NUMUMM WNW. MW IIAI WM - I IIIIIM not a pwt of to AWmmm am Wl not be us id In Im M of any pudam of m AW@Wnw& IN WnWM MgqeoF. the p h @10 hg " aumd ft Agum 1 . ba moubd tto dW and pWflW abatis wftm F 7- v7I - 7 r. 77 x , *-to .... 0 m000sessesse ago- 6 .. wo.eib mos Soso a,," 0 ..... upossamon (To be filled' out by CmWador) pddNmo Vale Rodd LM 1*14W MONROC 00 "ATTORNEY ) APPROV Lo AV M rORM: 13 ArTOMI-Y c 3'SAG a 'acal : EZ) [L u ' 'n ] 4UGWGGJBV JeU161jo Pue 4UGWPUGWV W03-SAGNeppoij :4UGWq3e44V Webslte Provider Sales Guidelines y This document will serve as guidelines and authorization to facilitate the webske provider sales for the Monroe County MC websites. Advertising: Banner Ads The Contractor will have the opportunity to sell and place banner ads on the webske. 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. Additional banners may be added upon the approval of the TDC. Hyperlinks Advertising In the form of hyperlinks can be sold throughout the website. The TDC will allow links to tourist industry associations or organizations such as chambers of commerce, lodging associations, attractions associations, etc. at no cost at agreeable locations. The Contractor may offer the following options to the standard listing. • Enhanced Listing — upgrades to the standard listing which Include: ■ Thumbnail image next to listing, 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 lure webcams at different locations throughout the Keys. Adverdaing Ailamnces and Restrictions 1. Contractor can sell advertising to any national or intemational 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. 14 FloridaKeys.com W. 1486