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FY1995-1998 09/21/1995 1aannp I.. ltolbagt BRANCH OFFICE 3111 OVERSEAS IDGHWAY MARATHON, FLORIDA 330SO TEL. (305) 289-6027 FAX (305) 289-1745 CLERK OF THE CIRCUIT COURT MONROE COUNTY 500 WHITEHEAD STREET KEY WEST, FLORIDA 33040 TEL. (305) 292-3550 FAX (305) 295-3660 BRANCH OFFICE 88820 OVERSEAS HIGHWAY PLANTATION KEY, FLORIDA 33070 TEL. (305) 852-71'_5 PAX (305) 852 7146 MEMORANDUM TO: Mayor Samuel "Mickey" Feiner, Chairman Tourist Development Council FROM: Isabel C. DeSantis, Deputy Clerk S.C. E:aJ . October 16, 1995 DATE: At the September 21, 1995 Commissioner's meeting, the Board granted approval and authorized execution of an Agreement between Monroe County and Global Audience Providers, Inc., to provide a World-Wide Web site. Attached hereto is fully-executed dupHcate ol"iginal of the subject document for return GAP. Should you have any questions concerning the above, please do not hesitate to contact me. cc: County Attorney County Administrator, w/o document Finance Risk Management, w/o document /,File FILED f OF RE CORr AGREEMENT .95 OCT 16 P 3 :12 For purposes of promoting tourism to the Florida Keys & Key West, GLOBAL AUDIENCE PROVIDERS (GAP) of Key West, Fla., agrees to estal1l~J;l:.qnp rna.intain, on a free basis (without charge), a World-Wide Web (WWW) site to the MONBOEl:COUNTY BOARD OF COUNTY COMMISSIONERS on behalf of the MONROE COU~tfQ(JRtS1",IbEVELOPMENT COUNCIL (TDC). Specific terms of the agreement are as follows: 1. GAP will design, program, maintain and update a WWW site and TDC will retain GAP for the specific purposes of providing tourism information for the Florida Keys & Key West including all five Monroe County districts. 2. GAP shall limit the advertising participation to be sold and administered by GAP on the Keys' WWW site to businesses operating in Monroe County, except for promotion of a business outside of Monroe County which has been approved, in writing, by the TDC or its contracted advertising and/or public relations agencies hereinafter referred to as "contracted agencies". 3. The Keys WWW site will carry approximately a 60 to 40 percent ratio of advertising versus editorial. Editorial is defined as any text, graphic, audio or video that is not paid advertising. In addition, the site will carry most information and graphics included in TDC's current destination brochure, general destination information; district information; a locator map of the area; special events listings; fishing and diving information; ecotourism information; how to get to the destination listings of name; a monthly update of current air and water temperatures; how to get to the Florida Keys & Key West; name, address and phone number contacts of all Monroe County accommodations; name, address, phone number and e-mail contacts of the Florida Keys & Key West Visitors Bureau and all chambers of commerce, and such other information without duplication as may be agreed to by parties. 4. The TDC shall have editorial control of the site. The TDC and its contracted agencies shall have the right to provide input as to editorial page(s) design and the site's structure. Computer programming control will rest with GAP. 5. All editorial content is to be reviewed and approved by the TDC, or its contracted agencies, prior to posting on the WWW. TDC will act in a timely manner to review and approve such content so as not to delay its posting. 6. GAP agrees to execute expedited data changes to correct errors and update information when required by TDC or its contracted agencies. 7. The TDC authorizes GAP to utilize its copyrighted and trademark logos for the purpose of producing the official Florida Keys & Key West web site. 8. GAP is to use the most modern, up-to-date programming techniques, reasonably available an necessary, for quick and efficient navigation around the web site. Hyper linking is to be utilized for "round-trip" transfers of users among districts, activities and advertising. The site is to be designed for ease of use, with minimum downloading wait times, for the end user. 1 9. GAP is to is to make available and post the site's address on other venues around the World Wide Web ( Le. City Link, Florida Division of Tourism, etc. ). Should TOC direct the posting on a venue which charges for such service, any charges will be the responsibility of TOC. 10. As the site is bolstered by advertising - in order to maintain the agreed upon editorial/advertising ratio - GAP agrees to expand its editorial content to include topics mutually agreed upon by the TOC and its contracted agencies. 11. GAP agrees to establish a hyper link and templates for the purposes of providing TOC's public relations agency a facility to post news releases and graphic material as well as to receive and transmit e-mail. Releases and graphics are to be delivered to GAP in digital format via e-mail or IBM readable disk. The TOC and/or its public relations agency is to bear the cost of the public relations e-mail address. 12. GAP agrees to establish a hyper link for the purposes of reception and transmission of e- mail to route travel agents, tour operators and other members of the travel trade to the TOC sales office. GAP will also provide the TOC sales office editorial pages for the purposes of ordering collateral materials and other sales-related purposes. The TOC is to bear the cost of its sales office e-mail address. 13. If requested, GAP agrees to establish a "round-trip" hyper link for the purposes of e-mail to route consumers to the TOC sales office or other designated site. The TOC is to bear the cost of its sales office e-mail address. 14. In the event of a natural disaster (Le. hurricane) or other crisis communications situation, GAP agrees to link appropriate, critical information (to be determined by the TOC's contracted agencies) off the site's home page. 15. The TOC will continue to endorse the GAP-maintained WWW site exclusively as its official WWW site and will assist in the promotion of it as such. As a primary facet of the TOC's responsibility, the TOC's public relations agency will prepare and distribute a news release, to Monroe County media, announcing the official Florida Keys & Key West web site; include announcement text in its "PR Alert" newsletter on at least two separate occasions and write and provide GAP a letter of endorsement to be signed by the TOC Chairman or Vice Chairman. 16. All TOC advertising, collateral and public relations materials that carry contact information routing potential visitors to write or call the Florida Keys & Key West Visitors Bureau for additional information shall carry the WWW site address. The site address shall be promoted in both domestic and international travel arenas. 17. GAP agrees to provide safeguards and backups to protect electronic data and programming from both natural and manmade disasters. 18. Artwork, editorial and photographic material - to be commonly known as "data" _ collected or prepared by the TOC and/or its contracted agencies will be released to GAP at no charge for use solely in the official WWW site unless protected by copyrights, exclusive use agreements, etc. 2 19. In the event of contract severance, GAP will continue to have the right to use all materials provided by TOC for a WWW site at a different address as long as its sole purpose is to promote tourism to the Florida Keys & Key West. 20. In the event of contract severance, the TOC will continue to have the right to utilize any and all editorial data posted on the web site to continue an "official" TOC Florida Keys and Key West web site. In the event of contract severance, programming code is to remain the property of GAP. 21. The primary site (domain and/or name) address and any sub-addresses named and agreed by TOC representatives and registered, prior to, during or after the contract, are property of the TOC. 22. With the exception of name (domain) registration, GAP is to be responsible for all charges for data acquisition, data transmission, data storage and maintenance of the WWW site. The TOC will bear the expense of site (domain) name registration. 23. If desired, the TOC may request GAP to assist in providing technical support for the five Keys chambers of commerce should the web site be expanded to include the chambers for e- mail. The TOC and/or chambers would bear the cost of e-mail addresses for chambers. 24. Oirect hyper links from Monroe County Web to destinations or businesses, outside of Monroe County, are prohibited without the expressed consent of the TOC or its contracted agencies. Oirect hyper links to other competing web sites - not related to the official Florida Keys & Key West web site - are prohibited without the consent of GAP. 25. This agreement shall be effective for a three (3)-year period commencing October 1, 1995. Upon mutual agreement, the contract may be renewed for a two-year period, effective October 1,1998. 26. The BOCCrrOC or GAP may terminate this Agreement in whole or part by giving the other party written notice at least 120 days prior to the effective date of the termination. Upon receipt of termination from the BOCCrrOC, GAP shall only provide those services specifically approved or directed by the TOC. 27. In the event of contract termination, GAP shall deliver to the TOC all editorial data on acceptable media, in acceptable formats. TOC will pay for the costs of the medium. GAP will continue to maintain the site as a working entity for a period of up to 120 days after delivery of editorial data. Final editorial data shall be given to GAP by TOC simultaneously with any notice of termination. GAP will ensure efforts are made for an orderly transfer of the site to the TOC or other designated party. 3 28. Any contractual arrangement between the BOCCITDC and GAP shall be consistent with, and be governed by, all applicable Florida and federal statutes, rules and regulations. 29. GAP will act as an independent contractor and not as an employee of the BOCCITDC. Each Party shall indemnify, defend, and hold the other Party and its agents and employees harmless and against any and all claims arising from acts or omissions of the indemnifying Party. 30. Within 60 days of the contract's execution and the provision of the final domain name to GAP the web site is to activated. 31. GAP will not be permitted to assign this contract without prior written consent, which shall not be reasonably withheld of the TOC and BOCC. In view of the deadlines peculiar to the electronic publishing industry, subcontract work does not require the prior written consent of the BOCCITDC. 32. This agreement may be modified only upon the written and mutual consent of both parties. 33. Force Maieure: The GAP 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 subcontractors or suppliers, including labor dispute, strike, labor shortage, 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, hurricane, 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 the GAP has exercised reasonable care in the prevention thereof. Any such delay or failure shall not constitute a breach of this contract. Upon demand of TOC, the GAP must furnish evidence of the causes of such delay or failure. The GAP shall thereafter resume its performance hereunder as soon as such resumption is reasonably practicable. 34. Accounting and Records: Records of GAP pertaining to this Agreement shall be kept on general recognized accounting principles, acceptable to County, and shall be available during normal business hours and upon twenty four hour notice, to the County or to an authorized representative of County for audit. All records related to this Agreement shall be kept for a minimum of three years subsequent to the termination of the Agreement. GAP shall be responsible for repayment of any and all audit exceptions identified by County or its agents or representatives and not disputed by GAP in the event of an audit exception, the County's obligation under this Agreement shall be reduced if the exception is ascertained prior to the termination of this Agreement. In the event there are insufficient monies due to GAP at the time of identification and notice thereof to GAP to cover the amount of audit exception or the Agreement has terminated, GAP shall reimburse County for the audit exception. 4 35. Public Entity Crime Statement: "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. " 36. Ethics Clause: Global Audience Providers, Inc. warrants that heJit has not employed retained or otherwise had act on his/its behalf any former COUNTY office or employee in violation of Section 2 of Ordinance No. 10-1990 or any COUNTY officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the COUNTY may, in its discretion terminate this contract without liability and may also, in 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. 37. Payment: Monroe County's performance and obligation to pay under this contract is contingent upon an annual appropriation by the BOCC. Only acceptable expenses listed in the Monroe County Tourist Development Council Operations Manual shall be paid. 38. Notice Requirement: Any notice required or permitted under this agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, returned receipt requested, to the following: FOR COUNTY: Administrative Office Manager Monroe County Tourist Development Council 3406 N. Roosevelt Blvd., Suite 201 Key West, Florida 33040 FOR CONTRACTOR~JIu /!,fllt L>tl~ President Global Audience Providers Inc. 819 Peacock Plaza, Suite 638 Key West, Florida 33040 ACCEPTED BY: date: September 21.. ,1995 date: '1/IL / Monroe County Boa on behalf of the Mo e County Tourist Development Council :Hayor /Chainnan Approved as a{m and legal sufficiency by: Date: 1 1 .s Attest: I y L. Kolhage, Clerk ByA~kQ. C. ~~ Deputy Clerk 5