Item D1
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: SEPTEMBER 21, 2000
Division: TDC
Bulk Item: Yes XXX No
Department:
N/A
AGENDA ITEM WORDING:
Approval of an Agreement with Cooke Communications L. L. C., a Delaware
Limited Liability company_ doing business as "FloridaKeys.com and
KeyWest.com to provide - website services which promote tourism.
Agreement to commence on October 1,2000 through September 30, 20Q3.
ITEM BACKGROUND:
TDC to approve same at their meeting of September 6,2000.
PREVIOUS RELEVANT BOCC ACTION:
BOCC to approve FY 2001 budget at their meeting of September 20, 2000.
STAFF RECOMMENDATION:
Approval
TOTAL COST:$20,000
BUDGETED: YES
COST TO COUNTY: $20,000 /TOURIST PAY
~h l D R.
APPROVED BY: County Attorney X - O~B/Purc~,g X Ask ManagemenfX
DIVISION APPROVAL: ~
Lynda M. Stuart
(Type/print name)
DOCUMENTATION: Included: X To Follow: Not Required
Agenda-Item # a, D I
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract #
Contract with: Cooke Communications L.L.c., a Delaware Limited Liability company doing
business as "FloridaKeys.com and KeyWest.com Effective Date: 10/1/2000
Contract Purpose/Description: Approval of an Agreement with Cooke Communications L.L.C., (;
Delaware Limited Liability company doing business as "FloridaKeys.com and KeyvVest.com t
provide website services which promote tourism. Agreement to commence on October 1, 200t
through September 30,2003.
Contract Manager: Maxine Pacini X3523 Tourist Development Council
(Name) (Ext) (Department)
For BOCC meeting on 9/21/2000 Agenda Deadline:9/6/2000
Contract Costs
Total Dollar Values of Contract: $$20,000 Current Year Portion: $
Budgeted? Yes,' X_ No Account Codes: 115 75035 530340 T15E 230X 530340
County Match: $
Estimated Ongoing Costs: $
(not included in dollar value above)
ADDITIONAL COSTS
tyro For:
(e.g. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
DATE IN
CHANGES
NEEDED?
Yes No
REVIEWER
DATE OUT
Division Director
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Risk Management
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(Final reviewer should return co
ract to originator)
County Attorney
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WEBSITE FIRM AGREEMENT
THIS AGREEMENT is entered into this day of , 2000 by
and between the BOARD OF COUNTY COMMISSIONERS, Monroe County,
Florida, hereinafter referred to as the COUNTY and Cooke Communications
L.L.C., a Delaware Limited Liability company doing business as "Florida
Keys.com and Key West.com" hereinafter referred to as FIRM;
WITNESSETH
WHEREAS, FIRM is qualified to provide website services which promote
tourism, and
WHEREAS, the Tourist Development Council (TDC) has recommended to
COUNTY that FIRM be awarded a contract for website services, and
WHEREAS, the TDC wishes to enter into this Agreement for website
FIRM services with the FIRM,
1. TERM: The term of this Agreement is for a period of three (3)
years beginning October 1, 2000 and expiring on September 30, 2003. The
COUNTY has an option to extend this contract for an additional (2) year period
beyond the initial award period, upon 60 days prior written notice of agreement
extensiQn to the FIRM.
2. The FIRM will serve as the full-service website provider agency for
the Monroe County Tourist Development Council and Monroe County. The FIRM
and the website provider programs are subject to review by the Monroe County
Tourist Development Council.
3. SCOPE OF SERVICES:
A. Key Personnel: This agreement is a "professional services contract" 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 personnel.
B. At least one account manager(s) shall meet with the Monroe County Tourist
Development Council (TDC) at all regularly scheduled meetings of the TDC
and at any other times as directed by the TDC.
C. The FIRM agrees to assign a Website Account Manager 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 Account
Manager or FIRM's assigned representative will include contact as required
with the Chairman or Vice-Chairman of the TDC and Marketing Director or
other designee. Other duties include regular visits throughout Monroe
County; consultations with TDC Advisory Committees from the five districts
and/or Chambers of Commerce within the Keys as directed by the TOC;
participation in, and coordination of other related areas of tourism
development as it relates to the development of an effective website
marketing program to the TDC as designated in Section D. within the Scope
of Services.
D. The FIRM agrees to the following services:
1. The FIRM shall design, program and maintain host site (the WorldWideWeb)
for the COUNTY on behalf of the TDC who retains all approvals.
2. The site shall be comprehensive including a home page, TDC district content,
special umbrella sections, places to stay, things to do and see, a calendar of
events updated when content is made available by TDC, transportation, news
releases, catastrophic situation changes and release and other site
categories as deemed appropriate for marketing purposes by the TDC.
3. The FIRM must be available to meet with District Advisory Committees,
umbrella organizations, agencies of record, TDC board and TDC staff at
regular set meetings or upon request.
4. The FIRM shall understand and agree that the TDC will have editorial control
and ,approval of the site and all contents. All editorial content will be reviewed
and approved by the TOC or its assigned representative.
5. 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 FIRM at no charge for use solely in the official \fV\N\N site unless
protected by copyrights, exclusive-use agreement, approved in advance by
TDC or TDC director.
6. The FIRM shall understand that the TDC along with their agencies of record
have the right to provide input into the design and creativity of the site. This
shall be done upon approval of the TDC or TDC director.
7. The FIRM shall furnish real time images on the TDC website at different
locations or events in Monroe County as mutually agreed by all parties.
8. The FIRM shall furnish the setup and the capability to download any of the
TDC brochures as on-line electronic brochures. These should be in portable
document format (PDF) and the FIRM shall provide a monthly report on the
number of downloads.
9. The FIRM shall furnish a list server service to capture e-mail addresses for
Monroe County TDC promotions.
10. The FIRM agrees to furnish safe guards and backups to proteCt electronic
data and programming from both natural and manmade disasters.
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Website Agreement
11. The FIRM shall, on a quarterly basis, review sites, links, data, efficiencies and
results and provide an assessment of services. The FIRM shall monitor other
like destinations for purposes of comparative evaluation.
12. The FIRM shall submit the site to all major search engines on a regular basis
determined by each of the various search engines submission policies.
13. The FIRM shall furnish monthly reports to the TDC which will track the
number of user sessions, most requested pages, top referring URLs, top
search engines, top search keywords or phrase, and other requested TDC
research reports.
14. The FIRM shall have the right to create Internet ads for our tourism industry
partners.
15. The FIRM must host the site with state of the art equipment connected to
high tier of the Internet backbone. The FIRM should host the site on
redundant drives or redundant services.
16. The FIRM shall guarantee service uptime at over 99% except as excused by
the conditions of the Force Majeure paragraph of this agreement.
17. 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.
18. The FIRM shall implement a pass word protected communications area to be
utilized by the FIRM, TDC director and TDC agencies of record to facilitate a
log to record transmissions related to the operations of the website.
19. TOC shall only promote the official TDC website address.
4. COMPENSATION: a. The FIRM shall provide all services and
support as listed in the Scope of Services at no charges to COUNTY or TDC in
exchange for the exclusive right of advertising revenues generated from the
website. The TDC shall have the right to place sponsorship or partnership logo
signature on the site. The logo signature(s) in a mutually agreed upon format
and location will be at no cost to the TDC.
The FIRM may charge the COUNTY for special projects approved by the
TOC or Director outside the scope of services such as new site enhancements
which require the FIRM to pay for the technology, equipment and proauction
3
Website Agreement
costs needed for use. These special projects shall be paid for through normal
COUNTY purchase order procedures.
b. Electronic Brochure Service - Firm will be paid on an annual basis,
a fee of $15,000 for the service providing electronic brochures from the website.
If the downloads should exceed one million brochures in anyone year, the fixed
annual fee may to be adjusted to compensate for the added bandwidth usage.
There shall be a setup fee of $250.00 per brochure for the electronic brochure
service. Monroe County's performance and obligation to pay under this contract
is contingent upon an annual appropriation by the BOCC.
5. RECORDS - ACCESS AND AUDITS: The FIRM shall maintain
adequate and complete records to justify all charges, expenses and costs
incurred in performing the work for at least three (3) years after completion of this
Agreement. The COUNTY shall have access to such books, records, and
documents concerning the contracted services. The access to and inspection of
such books, records, and documents by the TDC/COUNTY shall occur at any
reasonable time. FIRM understands that it shall be responsible for repayment of
any and all audit exceptions identified by TDC/COUNTY. Any current or
subsequent contract awards will be offset by the amount of any audit exceptions.
In the event there are not funds still held by TDC/COUNTY for a contract award,
the amount of audit exception shall be billed to FIRM who shall promptly pay
same.
6. GENERAL PROVISIONS;
A. Website FIRM Agency of Record: The FIRM shall act as the
exclusive agency of record of the COUNTYITDC for the preparation and placing
of all of the latter's website, except as mutually agreed otherwise, and for the
performance of related or special services as requested by the TDC.
B. FIRM shall indemnify and hold COUNTY harmless from any
suits, claims, damages, costs, or expenses arising out of the fulfillment of
this agreement. Liability with regard to false, defamatory, or otherwise
objectionable website advertising material, including material which
invades the privacy of individuals shall be that of the FIRM and such
liability shall extend to, website advertising material which has been
approved by TDC. The FIRM agrees to pay all claims and losses and
shall defend all suits filed due to the negligent acts, errors or omissions of
its employees and/or agents, incll!ding related court costs.
C. Property Rights: The COUNTY shall own and have all
rights subject to design and content of the site including copyrights, art work and
other website production which the FIRM prepared or purchased at COUNTY
expense pursuant to this agreement. All rights involving advertising shall be
retained by the FIRM. The TDC will compensate the FIRM at a reasonable fee
regarding the transfer of data owned by the COUNTY.
7. APPROVAL AND CHANGES: The TDC shall have the sole and
exclusive right to approve, modify, reject, or cancel any and all plans, -proposals,
submissions and other work in progress, in which case the TDC's directions shall
4
Website Agreement
be immediately implemented. However, nothing in this Agreement shall be
construed as requiring the FIRM to violate any contractual commitments to
media or sales made on the TDC's behalf. All contractual commitments other
than advertising on the website require prior review and approval by the TDC.
(See Paragraph 4) The COUNTY shall only be liable for charges approved in
writing prior to the FIRM entering into such contractual commitment.
8. TERMINATION: Either party shall have the right to cancel this
Agreement at its sole discretion upon 120 days written notice to the other party.
FIRM shall deliver to the COUNTY all materials related to the work performed
under this contract upon termination thereof. (See Paragraph 6@)
9. EXCLUSIVE REPRESENTATION: The division of Cooke
Communications L.L.C., known as FLORIDAKEYS.COM/KEY WEST.COM
(referred to herein as the FIRM) agrees that it will not represent any other
destination other than Monroe County without approval from the TDC and
COUNTY.
FIRM shall act at all times herein as independent contractor, and nothing
contained herein shall be construed to create the relation of principal agent or
employer and employee, between COUNTY and FIRM.
10. DISCLOSURE OF FINANCIAL INTEREST: The FIRM agrees to
disclos~ within thirty (30) days of the execution of this Agreement any existing
financial interest in the business of its suppliers or firms utilized in fulfillment of
this Agreement, and shall disclose said interests as they may arise from time to
time.
11. LAWS AND REGULATIONS: It shall be understood and agreed
that any and all services, materials and equipment shall comply fully with all
Local, State and Federal laws and regulations.
12. TAXES: The COUNTY and TDC are exempt from Federal Excise
and State of Florida Sales Tax.
13. FINANCE CHARGES: The COUNTY and TDC will not be
responsible for any finance charges.
14. RELATION OF COUNTY/TDC: It is the intent of the parties hereto
that FIRM shall be legally considered as an independent contractor and that
neither it nor its employees shall, under any circumstances, be considered
servants or agents of the COUNTY and TDC and the COUNTY and TDC shall at
no time be legally responsible for any negligence on the part of FIRM, its
employees or agents, resulting in either bodily, personal injury or property
damage.
15. DISCLOSURE: The FIRM shall be required to list any or all
potential conflicts or interest, as defined by Florida Statute 112 and Monroe
County Code and shall disclose to the COUNTY and TDC all actual or proposed
conflicts of interest, financial or otherwise, direct or indirect, involving any client's
interest which may conflict with the interest of the COUNTY and TDC.
16. FORCE MAJEURE: FIRM 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 the control of any of its
5
Website Agreement
subcontractors or suppliers, including labor dispute, strike, labor shortage, war or
act of war, whether an actual declaration thereof if made or not insurrection,
sabotage, riot or civil commotion, act of public enemy, epidemic, quarantine
restriction, accident, fire, explosion, storm, flood, drought or other act of God, act
of any governmental authority, jurisdictional action, or insufficient supply of fuel,
electricity, or materials or supplies, or technical failure where FIRM has exercised
reasonable care in the prevention thereof, and any such delay or failure shall not
constitute a breach of this Agreement.
17. ASSIGNMENT: The FIRM shall not assign, transfer, convey,
sublet or otherwise dispose of this contract, or of any or all of its rights, title or
interest therein, or its power to execute such contract to any person, company or
corporation without prior written consent of the COUNTY.
18. COMPLIANCE WITH LAWS-NONDISCRIMINATION: The FIRM
shall comply with all international, federal, state and local laws and ordinances
applicable to the work or payment for work thereof, and shall not discriminate on
the grounds of race, color, religion, sex, age, or national origin in the
performance of work under this Agreement. This Agreement shall be subject to
all international, federal, state, and local laws and ordinances.
19. INSURANCE: The FIRM shall maintain the following required
insurance throughout the entire term of this contract 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 FIRM to maintain the required
insurance shall not extend any deadlines specified in this contract and any
penalties and failure to perform assessments shall be imposed as if the work had
not been suspended, except for FIRM's failure to maintain the required
insurance.
The FIRM 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 contract.
All Insurance policies must specifiy that they have a thirty (30) day notice
of cancellation, non-renewal, material chc;mge in policy language or reduction in
coverage.
The acceptance and/or approval of the FIRM's insurance shall not be
construed as relieving the FIRM from any liability or obligation assumed under
this agreement or imposed by law.
The Monroe County Board of County Commissioners, its employees and
officials shall be included as an "Additionallnsured" on all insurance policies,
(except for Workers' Compensation.) as their interests may appear in all policies
issued to satisfy these requirements.
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Website Agreement
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 FIRM shall obtain Workers' Compensation Insurance with limits sufficient to
comply with Florida Statute 440.
In addition, the FIRM 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-V 1 , as assigned by the A.M.
Best Company.
B. Prior to the commencement of work governed by this agreement
the FIRJ'v1 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 fer a minimum of twelve (12) months
following the acceptance of work by the COUNTY.
The Monroe County Board of County Commissioners shall be named as
Additional Insured as their interests may appear (see attached document for full
text)on all insurance policies issued to satisfy the above requirements.
20. GOVERNING LAWNENUE: This Agreement shall be governed
and construed by and in accordance with the laws of the State of Florida and
constitutes the entire agreement between the COUNTY and FIRM. Venue for
any dispute shall be in Key West, Monroe County.
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Website Agreement
21. ENTIRE AGREEMENT AMENDMENT: This writing embodies the
entire Agreement and understanding between the parties hereto, and there are
not other agreements and understandings, oral or written, with reference to the
subject matter hereof that are not merged herein and superseded hereby. Any
amendment to this Agreement shall be in writing recommended by the TDC and
approved by the COUNTY and signed by both parties.
22. SEVERABILITY: If any provisions of this Agreement shall be held
by a Court of competent jurisdiction to be invalid or unenforceable, the remainder
of this agreement, or the application of such provision other than those as to
which it is invalid or unenforceable, shall not be affected thereby; and each
provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.
23. AUTHORITY: Each of the signatories for the FIRM below certifies
and warrants that:
a) The FIRM's name in the agreement is the full name as designated in
its corporate charter, and b) they are empowered to act and contract for the
contractor and c) this agreement has been approved by the FIRM's Board of
Directors.
24. ETHICS CLAUSE: FIRM warrants that he/it has not employed
retained. or otherwise had act on his/its behalf any former COUNTY office or
employee in violation of Section 2 or Ordinance No. 10-1990 or any COUNTY
officer or employee in violation of Section 3 of Ordinance No.1 0-1990. For
breach or violation of the provision the COUNTY may, at its discretion terminate
this contract without liability and may also, at its discretion, deduct from the
contract or purchase price, or otherwise recover, the full amount of any fee,
commission, percentage, gift, or consideration paid to the former or present
COUNTY officer or employee.
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Website Agreement
IN WITNESS WHEREOF, the parties hereto have executed this
agreement the day and year first above written
(SEAL)
Attest: Danny L. Kolhage, Clerk
Deputy Clerk
(CORPORATE SEAL)
Attest:
Deputy Clerk
Board of County Commissioners
of Monroe County
Mayor/Chairman
Cooke Communications L.L.C., a
Delaware Limited Liability Company
Doing Business as
FloridaKeys. com/KeyWest. com
By:
Managing Partner
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Website Agreement
08/31/00