Item D1BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: JUNE 19, 2013 Division: TDC
Bulk Item: Yes X No _ Department:
Staff Contact Person/Phone #: Maxine Pacini
296-1552
AGENDA ITEM WORDING:
Approval of an amendment to agreement with Floridakeys.com to exercise option within
agreement to extend for an additional two (2) year period to September 30, 2015 under the
same terms and conditions.
ITEM BACKGROUND:
TDC approved same at their meeting of April 30, 2013
PREVIOUS RELEVANT BOCC ACTION:
BOCC approved original agreement at their meeting of September 15, 2010
BOCC approved Amendment to agreement at their meeting of March 21, 2012
CONTRACT/AGREEMENT CHANGES:
Amendment to extend for additional two (2) year period.
STAFF RECOMMENDATIONS:
Approval
TOTAL COST: $175,000 Special Proiects + $35,000 Bandwidth
BUDGETED: Yes X No
COST TO COUNTY: N/A SOURCE OF FUNDS: TDC
REVENUE PRODUCING: Yes X No AMOUNT PER MONTH Yearj,
APPROVED BY: County Atty X OMB/ ur asing X Risk Management X
DOCUMENTATION: Included X Not Required
DISPOSITION: AGENDA ITEM #
Revised 11/06
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Floridakeys.com Contract #
Effective Date:
Expiration Date:
785
10/1/13
9/30/15
Contract Purpose/Description:
Approval of an amendment to agreement with Floridakeys.com to exercise
option to extend agreement for an additional two (2) year period to September
30. 2015.
Contract Manager:
for BOCC
Maxine Pacini
(Name)
on 6/19/13
3523 TDC # 3
(Ext.) (Department/Stop #)
genda Deadline 6/4/13
CONTRACT COSTS
Total Dollar Value of Contract: $ 210,000
Budgeted? Yes® No ❑ Account Codes
Grant: $
County Match: $
Current Year Portion:
116-76065-530340-TG36655X-530340
117-77020-53 0480-TP3 7656XZ530340
118-78020-530340-TP38656930340
119-79020-530340-TP39656X-530340
120-70020-530480-TP30656X �530340
121-71020-530340-TP31656X-,� 30340
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (eg. maintenance,
CONTRACT REVIEW
etc.
Changes Date
0-
e In Needed
Division Director Yes❑ No�
Risk Management � Yes❑ No�
O.M.B./Purphasing 0-1 3 Yes❑ NoRj--a-
q
County Attorney 3 � 3 Yes[:] No[l]� C. Hall 3 Z- i
Comments:
OMB Form Revised 2/27/01 MCP #2
AMENDMENT (2nd AMENDMENTI TO AGREEMENT
THIS AMENDMENT to agreement dated the day of 2013, 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 "Firm".
WHEREAS, there was an agreement entered into on September 15, 2010 between the
parties, for Firm to provide website services which promote tourism; and
WHEREAS, there was an amendment to agreement on March 21, 2012 to revise the
compensation for the agreement, and
WHEREAS, the original agreement with Firm provides an option to renew the agreement
for an additional two (2) year period; and
WHEREAS, the parties desire to exercise option to extend agreement for an additional
two year period; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein the
parties agree to the amended agreement as follows:
1. Paragraph 5 of the agreement shall read: Term of Contract: The agreement shall expire
on September 30, 2015.
2. The remaining provisions of the contract dated September 15, 2010 and amended March
21, 2012 remain in full force and effect.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Amendment #2
Floridakeys.com
Contract #: 785
IN WITNESS WHEREOF. the Parties have set their hands and seal an the day and year
first above written.
(SEAL) Board of Ate Amy Heaven. Clerk AAmm County Commt�ioners
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�. AMENDMENT (1st AMENDMENT) TO AGREEMENT
THIS AMENDMENT to agreement dated the 4 day of 2012, is entered into by and
between the Board of County Commissioners for Monroe County, on behalf of the Tourist Development
Council, and Floridakeys.com, operating under the laws of the state of Florida (Firm).
WHEREAS, there was an agreement entered into on September 15, 2010 between the parties
for Firm to provide website services which promote tourism, and
WHEREAS, it has become necessary to revise the compensation for the agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties
agree to the amended agreement as follows:
1. Paragraph 4. a) of the agreement shall be revised to read as follows:
COMPENSATION:
a) The Firm 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 Firm 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 Firm 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 $175,000 per year.
b) Bandwidth Service — Firm will be paid on an annual basis, a fee for the service providing
electronic brochures and downloading of videos from the website. These downloads are expected to
average over 10,000 gigabytes of bandwidth transfer per year with great spike fluctuations occurring
with certain events or news. Firm 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 eleven (11) monthly
payments of $2,916 and one (1) payment of $2,924. Upon approval to exercise an option to extend this
contract 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 Contract is contingent upon an annual
appropriation by the BOCC.
c) Advertising sales guidelines are established within Exhibit A.
2. The changes set forth in paragraph (1) above shall be effective retroactively as of October
1, 2011.
3. The remaining provisions of the agreement dated September 15, 2010 remain in full force
and effect.
Amendment # 1
Floridakeys.com
ID# 785
IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first
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WEBSITE AGREEMENT
THIS CONTRACT, made and entered into this L5'—day of •, 2010, A.D., by and
between MONROE COUNTY FLORIDA, (hereinafter sometimes Iled the "County"), and
Floridakeys.com hereinafter called the "Firm".
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 County has determined it to be in the interest of tourism promotion to
enter into this Contract for website provider services with the Firm,
NOW THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties agree as follows: That the parties hereto, for the consideration hereinafter set
forth, mutually agree as follow:
1. THE CONTRACT
The Contract between the County and the Firm, of which this Contract is a part, consists of the
Contract documents, which are as follows: This Contract and any amendments executed by the
parties hereafter, together with the response to RFP and all required insurance documentation.
In the event of a discrepancy between the documents, precedence shall be determined by the
order of the documents as just listed.
2. SCOPE OF THE WORK
The Firm shall provide Website Provider I services for the Monroe County TDC as described
below:
a) Key Personnel: This Contract 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 TDC Account Managers position.
b) At least one account manager(s) shall meet with the Monroe County 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 of the
TDC and Marketing 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 as designated
in Section III within the Scope of Services.
Website Agreement 2010
ID#: 785
d). Key Personnel will also include a Search Engine Optimization (SEO) Search
Marketing person to maintain current SEO standards; and a Social Media Manager
to maintain an active presence in social media.
3. The Firm agrees to the following services:
a) The Firm shall design, program and maintain host site (the Worldwide Web) for the
County on behalf of the TDC who retains all approvals.
b) 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,
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 smart
phone devises.
c) The Firm 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 Firm agrees that the TDC will have editorial control and approval of the site and all
contents.
e) The Firm 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
Firm upon approval of the TDC and direction by the TDC director.
f) The Firm shall furnish and maintain real time images (live web cams) on the TDC website
at different locations or events in Monroe County as mutually agreed by all parties.
g) The Firm 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 Firm shall provide a monthly report on the number of
downloads of each category
h) The Firm shall provide a search mechanism for the site.
i) The Firm shall furnish the setup and capability to develop travel trade fulfillment such as
travel agent request forms and meeting planner's RFP forms to be sent electronically.
j) The Firm shall furnish a list server service to capture e-mail addresses for Monroe County
TDC promotions. The TDC will own the e-mail addresses for their promotional use only.
k) The 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.
Website Agreement 2010
ID#: 785
1) The Firm shall guarantee service uptime at over 99% except as excused by the
conditions of the Force Majeure paragraph of this Contract.
m) The Firm agrees to identify and furnish safeguards and backups located in different
geographical areas to protect electronic data and programming from both natural and
manmade disasters so to provide continuous service.
n) The Firm shall submit the site to all major search engines on a regular basis to be
determined by meeting the submission policies each of the various search engines.
o) 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 assessment of services reports.
The report numbers may be audited and verified by an independent entity.
p) The Firm shall have the right to create websites, click-throughs and Internet ads for our
tourism industry partners and charge the industry for those services. The Firm agrees to
have dedicated sales staff to adequately cover all of Monroe County in equal marketing sales
distribution efforts.
q) The Firm shall implement a password protected content management interface capability
to be utilized by the Firm, TDC director and TDC marketing agencies of record.
r) 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.
s) 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 Firm at no charge for use solely in the official web site, unless protected by
copyrights, exclusive -use agreement.
t) The TDC shall have the ability for the TDC Web Editor to manage free listings on the site
in tourism categories approved by the TDC.
4. COMPENSATION
a) The Firm 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.
The Firm may 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 Firm to pay for
the technology, equipment and production costs needed for use. These special projects shall
be paid for through normal County purchase order procedures.
b) Bandwidth Service — Firm will be paid on an annual basis, a fee for the service
providing electronic brochures and downloading of videos from the website. These downloads
Website Agreement 2010
ID#: 795
are expected to average over 10,000 gigabytes of bandwidth transfer per year with great spike
fluctuations occurring with certain events or news. Firm 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 eleven (11) monthly payments of $2,916 and one (1) payment of $2,924.
Upon approval to exercise an option to extend this contract 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 Contract is contingent upon an annual appropriation by the BOCC.
c) Advertising sales guidelines are established within Exhibit A.
5. TERM OF CONTRACT The initial term of this Contract is for three years, commencing
on the 1 day of October, 2010, and ending on the 30th day of September, 2013. In addition, the
County has an option to extend at its sole unilateral option for an additional two (2) year period.
6. FIRM'S ACCEPTANCE OF CONDITIONS
a) The Firm hereby agrees that it has carefully examined the specifications for which
the Firm shall provide services and assumes full responsibility therefore. The provisions of the
Contract shall control any inconsistent provisions contained in the specifications. Under no
circumstances, conditions, or situations shall this Contract be more strongly construed against
the County than against the Firm.
b) Any ambiguity or uncertainty in the specifications shall be interpreted and
construed by the County, and the County's decision shall be final and binding upon all parties.
c) The passing, approval, and/or acceptance by the County of any of the services
furnished by the Firm shall not operate as a waiver by the County of strict compliance with the
terms of this Contract, and specifications covering the services. Failure on the part of the Firm,
immediately after Notice to Correct shall entitle the County, if it sees fit, to correct same and
recover the reasonable cost of such replacement and/or repair from the Firm, who in any event
shall be jointly and severally liable to the County for all damage, loss, and expense caused to
the County by reason of the Firm's breach of this Contract and/or his failure to comply strictly
and in all things with this Contract and with the specifications.
d) The Firm agrees that the TDC may designate representatives to visit the Firm's
facility(ies) periodically to evaluate operations during the Firm's normal business hours.
e) The Firm has, and shall maintain throughout the term of this Contract, appropriate
licenses and approvals 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 approvals shall be
submitted to the County upon request.
7. FIRMS FINANCIAL RECORDS
Firm shall maintain all books, records, and documents directly pertinent to performance under
this Contract in accordance with generally accepted accounting principles consistently applied.
Each party to this Contract or their authorized representatives shall have reasonable and timely
access to such records of each other party to this Contract for public records purposes during
the term of the Contract and for four years following the termination of this Contract. If an
auditor employed by the County or Clerk determines that monies paid to Firm pursuant to this
Contract were spent for purposes not authorized by this Contract, the Firm shall repay the
monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the
monies were paid to Firm.
Website Agreement 2010
ID#: 785
4
8. PUBLIC ACCESS
The County and Firm 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 Firm in
conjunction with this Contract; and the County shall have the right to unilaterally cancel this
Contract upon violation of this provision by Firm.
9. HOLD HARMLESS
The Firm covenants and agrees to indemnify and hold harmless Monroe County Board of
County Commissioners 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 Firm or any of its Subcontractor(s) in
any tier, occasioned by the negligence, errors, or other wrongful act of omission of the Firm or
its Subcontractors in any tier, their employees, or agents.
The extent of liability is in no way limited to, reduced, or lessened by the insurance requirements
contained elsewhere within this Contract.
10. INDEPENDENT CONTRACTOR
At all times and for all purposes under this Contract the Firm is an independent Contractor and
not an employee of the Board of County Commissioners of Monroe County. No statement
contained in this Contract shall be construed so as to find the Firm or any of his employees,
Contractors, servants, or agents to be employees of the Board of County Commissioners of
Monroe County.
11. NONDISCRIMINATION
County and Firm 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 Contract automatically terminates without any further action on
the part of any party, effective the date of the court order. County or Firm 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 VI of the Civil Rights Act of
1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2)
Title IX of the Education Amendment of 1972, as amended (20 USC ss. 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 USCs.794), which prohibits discrimination on the basis of handicaps;
4) The Age Discrimination Act of 1975, as amended (42 USC ss. 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, ss. 523 and 527 (42 USC ss. 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 s. et seq.), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities
Act of 1990 (42 USCs. 1201 Note), as maybe amended from time to time, relating to
nondiscrimination on the basis of disability; 10) Monroe County Code Ch. 13, Art. VI, prohibiting
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discrimination on the bases of race, color, sex, religion, disability, 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 Contract.
12. ASSIGNMENT/SUBCONTRACT
The Firm shall not assign or subcontract its obligations under this Contract, except in writing and
with the prior written approval of the Board of County Commissioners of Monroe County and
Firm, which approval shall be subject to such conditions and provisions as the Board may deem
necessary and pursuant to the recommendation of the County Court Administrative Judge. 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 Contract. Unless
expressly provided for therein, such approval shall in no manner or event be deemed to impose
any additional obligation upon the board.
13. COMPLIANCE WITH LAW
In providing all services/goods pursuant to this Contract, the Firm 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 Contract and shall
entitle the Board to terminate this Contract immediately upon delivery of written notice of
termination to the Firm. The Firm shall possess proper licenses to perform work in accordance
with these specifications throughout the term of this Contract.
14. DISCLOSURE AND CONFLICT OF INTEREST
The Firm 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 Contract, 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 Contract, and thereafter as changes may require, the Firm shall notify the
County of any financial interest it may have in any and all programs in Monroe County which the
Firm 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 Firm 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 Contract and that it has not paid or agreed to pay any person, company, corporation,
individual, or firm, 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 Contract. For the breach or violation of the provision, the Firm agrees that the County shall
have the right to terminate this Contract without liability and, at its discretion, to offset from
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lip
monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or
consideration.
15. ARREARS
The Firm shall not pledge the County's credit or make it a guarantor of payment or surety for any
Contract, debt, obligation, judgment, lien, or any form of indebtedness. The Firm further
warrants and represents that it has no obligation or indebtedness that would impair its ability to
full the terms of this Contract.
16. NOTICE REQUIREMENT
Any notice required or permitted under this Contract shall be in writing and hand delivered or
mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the
following:
FOR COUNTY
Mr. Harold Wheeler
Monroe County TDC
1201 White Street, Suite 102
Key West, FL 33040
FOR FIRM:
Thomas Cooke
701 Simonton Street
Key West, FL 33040
Cynthia Hall
and County Attorney
PO Box 1026
Key West, FL. 33041-1026
17. TAXES
The County is exempt from payment of Florida State Sales and Use taxes. The Firm 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 Contract, nor is the Firm authorized to use the
County's Tax Exemption Number in securing such materials. The Firm shall be responsible for
any and all taxes, or payments of withholding, related to services rendered under this Contract.
18. TERMINATION
a) The County may terminate this Contract for cause with seven (7) days notice to
the Firm. Cause shall constitute a breach of the obligations of the Firm to perform
the services enumerated as the Firm's obligations under this Contract.
b) Either of the parties hereto may terminate this Contract without cause by giving the
other party ninety days (90) days written notice of its intention to do so.
19. GOVERNING LAW, VENUE, INTERPRETATION, COSTS, AND FEES
a) This Contract shall be governed by and construed in accordance with the laws of
the State of Florida applicable to Contracts 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 Contract, the County and Firm agree that venue will lie
in the appropriate court or before the appropriate administrative body in Monroe County ,
Florida.
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IFA
c) The County and Firm agree that, in the event of conflicting interpretations of the
terms or a term of this Contract 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 Contract (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 Contract, shall not be affected thereby; and each remaining term, covenant,
condition and provision of this Contract shall be valid and shall be enforceable to the fullest
extent permitted by law unless the enforcement of the remaining terms, covenants, conditions
and provisions of this Contract would prevent the accomplishment of the original intent of this
Contract. The County and Firm agree to reform the Contract 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 Firm 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 Contract, 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 Contract 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 Firm 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 Contract 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 Contract,
County and Firm 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
Contract or provision of the services under this Contract. County and Firm specifically agree
that no party to this Contract shall be required to enter into any arbitration proceedings related to
this Contract.
20. BINDING EFFECT
The terms, covenants, conditions, and provisions of this Contract shall bind and inure to the
benefit of the County and Firm and their respective legal representatives, successors, and
assigns.
21. AUTHORITY
Each party represents and warrants to the other that the execution, delivery and performance of
this Contract have been duly authorized by all necessary County and corporate action, as
required by law.
22. CLAIMS FOR FEDERAL OR STATE AID
Firm 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 Contract; provided that all applications,
requests, grant Proposals, and funding solicitations shall be approved by each party prior to
submission.
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23. PRIVILEGES AND IMMUNITIES
All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules
and pensions and relief, disability, workers' compensation, and other benefits which apply to the
activity of officers, agents, or employees of any public agents or employees of the County, when
performing their respective functions under this Contract 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.
24. LEGAL OBLIGATIONS AND RESPONSIBILITIES
Non -Delegation of Constitutional or Statutory Duties. This Contract 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 Contract 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.
25. NON -RELIANCE BY NON-PARTIES
No person or entity shall be entitled to rely upon the terms of this Contract 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 Firm agree that neither the County nor the
Firm 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 Contract separate and apart, inferior to, or superior to the
community in general or for the purposes contemplated in this Contract.
26. ATTESTATIONS
Firm 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.
27. 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
Contract or be subject to any personal liability or accountability by reason of the execution of this
Contract.
28. 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.
either: The Firm shall provide, to the County, as satisfactory evidence of the required insurance,
Certificate of Insurance
Website Agreement 2010
ID#: 785
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 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 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 "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 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-V1, as assigned by the A.M. Best Company.
B. Prior to the commencement of work governed by this agreement the Firm 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 contract involves the furnishing of
advice or services of a professional nature, the Firm shall purchase and maintain, throughout
Website Agreement 2010
ID#: 785
10
21
[2]
the life of the contract, 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 Firm arising out of work governed by this contract.
The minimum limits of liability shall be: $250,000 per Occurrencet$500,000 Aggregate.
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.
29. EXECUTION IN COUNTERPARTS
This Contract may be executed in any number of counterparts, each of which shall be regarded
as an original, all of which taken together shall constitute one and the same instrument and any
of the parties hereto may execute this Contract by signing any such counterpart.
30. SECTION HEADINGS
Section headings have been inserted in this Contract as a matter of convenience of reference
only, and it Is agreed that such section headings are not a part of this Contract and will not be
used in the interpretation of any provision of this Contract.
IN WITNESS WHEREOF the parties hereto have executed this Contract on the day and
date first written above in five (5) counterparts, each of which shall, without proof or accounting
for the other counterparts, be deemed an original Contract.
(SEAL)
Attest: Danny L. KolMe, Clerk
Deputy Clerk
(CORPORATE SEAL)
Attest
By
Secretary
Print Name
Date:
OR TWO WITNESSES
(1)
(1)
Print Name
Date:
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EXHIBIT A
Website Provider Sales Guidelines
This document will serve as guidelines and authorization to facilitate the website provider sales for the
Monroe County Tourist Development Council (TDC) websites.
Advertising:
Banner Ads
The Firm will have the opportunity to sell and place banner ads on the Web site. 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 web page.
Hyperlinks
Advertising in the form of transporting hyperlinks can be sold throughout the Web site. 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 Firm 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
Firm can sell sponsorships for live Web cams at different locations throughout the Keys.
Advertising Allowances and Restrictions
1. Firm 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 Web site 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 Web site.
3. As new forms of Internet advertising evolve, the Firm will have the opportunity to incorporate
these as well, however, prior to implementation the firm 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 Web site related reservation service as of this date.
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ID#: 785
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