Item E2C ounty of M onroe
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BOARD OF COUNTY COMMISSIONERS
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Mayor David Rice, District 4
The FlOnda Key
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Mayor Pro Tern Sylvia J. Murphy, District 5
Danny L. Kolhage, District 1
George Neugent, District 2
Heather Carruthers, District 3
County Commission Meeting
August 15, 2018
Agenda Item Number: E2
Agenda Item Summary #4533
BULK ITEM: Yes DEPARTMENT: Tourist Development Council
TIME APPROXIMATE: STAFF CONTACT: Ammie Machan (305) 296 -1552
N/A
AGENDA ITEM WORDING: Approval of Amendment to Agreement with Two Oceans Digital
d /b /a FloridaKeys.com to exercise option within agreement to extend for an additional two (2) year
period to September 30,2020 under the same terms and conditions.
ITEM BACKGROUND: TDC approved same at their meeting of August 1, 2018
PREVIOUS RELEVANT BOCC ACTION: BOCC approved original agreement at their meeting
of July 15, 2015 and 1s Amendment to Agreement at their meeting of November 22, 2016
CONTRACT /AGREEMENT CHANGES:
Amendment to Extend
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Two Oceans Digital d.b.a FloridaKeys.com Amendment to Extend and Original Agreement
FINANCIAL IMPACT:
Effective Date: October 1, 2015
Expiration Date: September 30, 2020
Total Dollar Value of Contract: $250,000 for Special Projects and $70,000 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: N/A
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: No
Grant:
County Match:
Insurance Required:
Additional Details:
If yes, amount:
08/15/18 116 -76065 - TDC PROMO & ADV 116
Website
REVIEWED BY:
$160,000.00
Maxine Pacini
Completed
07/26/2018 9:31 AM
Christine Limbert
Completed
07/30/2018 11:43 AM
Budget and Finance
Completed
07/30/2018 12:52 PM
Maria Slavik
Completed
07/30/2018 1:01 PM
Kathy Peters
Completed
07/30/2018 1:05 PM
Board of County Commissioners
Pending
08/15/2018 9:00 AM
AMENDMENT (2" d AMENDMENT) TO AGREEMENT
THIS AMENDMENT to Agreement dates this day of 2018, is entered
into by and between the Board of County Commissioners of Monroe County, a political
subdivision of the State of Florida (County), on behalf of the Tourist Development Council and
Two Oceans Digital d /b /a FlorldaKeys.com hereinafter referred to as "Contractor".
WHEREAS, there was an Agreement entered into on July 15, 2015 between the parties,
for Contractor to provide profession website services which include consulting and
technological advice relating to the Tourist Development Council (TDC) website; and
WHEREAS, there was an Amendment to Agreement on November 22, 2016 to amend
Exhibit A of the Agreement which outlines Website Provider Sales Guidelines and to include
revised Public Records Compliance language; and
WHEREAS, the original Agreement with Contractor provides an option to extend
Agreement for one additional two (2) year period; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein the
parties agree to the amended Agreement as follows:
1. Paragraph 1 of the Agreement shall read: Term: The Agreement shall expire on
September 30, 2020.
2. The remaining provisions of the Agreement dated July 15, 2015, as amended, shall
remain in full force and effect.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
Amendment #2
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Contract #: 1486
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IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year
first above written.
(SEAL)
Board of County Commissioners
Attest: Kevin Madok, Clerk
Deputy Clerk
Print Name
Date: 6 1
AND TWO WITNESSES
Print Name
Date:
Amendment #1
FloddaKeys.com
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of Monroe County
Mayor /Chairman
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CIVUSTME ,:
ASSISTANT CPUNTY AT ORNEY
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.AMENDMENT list AMENDMENT) TO AGREEMENT
THIS AMENDMENT to agreement dated the day of 016, 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
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Compliance. Contractor must comply with Florida public records laws, including but
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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
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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
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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 terns of this provision shall be
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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.
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Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the
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Contractor is required to:
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(1) Keep and maintain public records that would be required by the County
to
perform the service.
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(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
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otherwise provided by law.
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Amendment #1
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(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 cost d' f
o all o 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
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inspected or copied within a reasonable time.
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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 provided in this provision or as otherwise
provided by law.
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IF THE CONTRACTOR UESTIONS REGARDING THE
APPLICATION OF CHAPTER 119 FLORIDA STATUTES TO THE o-
C ONTRACTOR -J S DUTY-TO PROVIDE PUBLIC RECORDS RELATING g
TO THI CONTRA !CT, CONTACT THE STODIAN OF PUBLI f
RECORDS BRIAN BRADLEY AT PHONE# 05-292 -3470 BRADLEY -
BRIAN NROE - FL.GOV MONROE CO
ATTORNEY'S OCE 1111 12" Street S E 408 KEY WEST FL
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Amendment #
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Contract #: 1486
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Attachment: Two Oceans Digital d.b.a FloridaKeys.com Amendment to Extend and Original Agreement (Amendment to Extend Agreement with
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Attachment: Two Oceans Digital d.b.a FloridaKeys.com Amendment to Extend and Original Agreement (Amendment to Extend Agreement with
Website Provider Sales Guidelines
Exhibit A
This document will serve as guidelines and authorization to facilitate the website provider sales for the
Monroe County TDC websites. Effective with the launch of the redesign of the website, which shall be no
later than January 1, 2017,
Advertising:
Banner Ads
The Contractor will have the opportunity to sell and place banner ads on the website. The banner ads should
conform to Internet standards pertaining to size and functionality to be approved by the TDC. Three (3)
rotating banner ads per webpage. Additional banners may be added upon the approval of the TDC.
Hyperlinks
Advertising in the form of hyperlinks can be sold throughout the website. The TDC will allow links to tourist
industry associations or organizations such as chambers of commerce, lodging associations, attractions
associations, etc. at no cost at agreeable locations. The Contractor may offer the following options to the
standard listing.
Enhanced Listing — upgrades to the standard listing which include:
■ Thumbnail image next to listing, with additional photos and map, video and social media link
options.
Web Cam Sponsorships
Contractor can sell sponsorships for live webcams at different locations throughout the Keys.
Advertising Allowances and Restrictions
1. Contractor can sell advertising to any national or international business that has a tourist related
business interest in the Florida Keys.
2. Local businesses should be limited to advertising in the website section relating to the geographical
region (TDC District) where the business is conducted. If business is conducted throughout the Keys, then
that company can advertise throughout the entire website.
3. As new forms of Internet advertising evolve, the Contractor will have the opportunity to incorporate
these as well, however, prior to implementation the Contractor should receive approval from the TDC.
Merchandising
There is to be no TDC related merchandising agreement without TDC approval in advance.
Reservation Services
There is no TDC website related reservation service on the website. Only the TDC can approve such
services if desired.
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AGREEMENT
THIS AGREEMENT (Agreement), made and entered into this day of , 2015, A.D., by 0)
and between Monroe County, Florida, (hereinafter called the County), c6nd6fIoridaK9y,9.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 webske 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:
I. 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. ScWe OUServic - : The Contractor shall provide WWwne ftyidgr Se for the Monroe
County TDC as described below.
a) Key Pemonnel 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.
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b) At least one Senior Account Executive(s) shall meet with the Monroe County MC 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 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 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 development of an effective website 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 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 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.
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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 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 shall provide 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 fumish 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 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.
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 furnish 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 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 phrose(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 webskes, intemet 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.
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r) The Contractor shall maintain a Florida Keys App
a) 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.
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.
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 webake. 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 $72 00 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 $35,000 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.
S. Contract__ or's Ac_oeotance of Conditions The Contractor hereby agrees to carefully examine
the Scope of Services and assumes full responsibility therefore. Under no circumstances,
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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 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, Immedlately 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 (les) 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.
6. Contractor's i I R s: 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 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 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
laws 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.
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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 i 19 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.
8. Hold Harmless The Contractor covenants and agrees to indemnify and hold harmless the
County and the MC 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. N crimin : 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; 8) 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 VUI of the Civil Rights
Act of 1988 (42 USC §§ 3601 et seq.), as amended, relating to nondiscrimination In the sale, rental
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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. si nmert/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 such conditions 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. 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. QI osure and Confl ct 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 disdosure 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 i# 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 oonsideration 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
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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 rem 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:
OR TDO Maxine Pacini
Monroe County TDC
1201 White Street #102
Key West, FL 33040
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FOR C N CT R:
Christine Limbert Barrows,
Assistant County Attorney
PO Box 1028
Key West, FL 33041 -1026
Thomas iC Cooke
CEO and President
FloddaKeys.com
701 Simonton Street
Key West, FL 33040
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 fullll 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. T anon
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.
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18. Governinglaw. Venue, In tin Costs @nd F
a) This Agreement shall be govemed 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 Ile 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. 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 entorcement 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 attomey's fees, court costs, investigative and out- c&pocket expenses, as an
award against the non - prevailing party, and shall include attomey'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 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
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specifically agree that no party to this Agreement shall be required to enter into any
arbitration proceedings related to this Agreement.
19. Blinding Effect The terns, 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. Air 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 - Redeml or State id: 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. 21:102921 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 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. Leaal 9blioations 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 -P i 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. A tations 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.
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28. No Personal il' : 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 fai lure 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 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 limits 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.
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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 data 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 M : 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 MC or County, the Contractor must fumish evidence of the causes of
such delay or failure.
29. Execution In Countemarls : 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
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Webslte Provider $ales Guidellnes 9xWUJ — A
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 intemet 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 webske. 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.
Advardsing Allowances 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 webslte.
3. As new fors 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.
Merchandlsing
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.
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