FY2000-2003 09/21/2000
BRANCH OFFICE
3117 OVERSEAS IDGHWA Y
MARATI:lON, FLORIDA 33050
TEL. (305) 289-6027
FAX (305) 289-1745
nlannp 1.. 1&olbage
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 mGHWAY
PLANTATION KEY, FLORIDA 33070
TEL. (305) 852-1145
FAX (305) 852-1146
MEMORANDUM
DATE:
TO:
ATIN:
FROM:
October 26, 2000
Lynda Stuart, Office Manager
Tourist Development Council
Maxine Pacini
Administrative Assistant
Pamela G. HanM~
Deputy Clerk D
At the September 21,2000, Board of County Commissioner's Meeting the Board granted
approval and authorized execution of a Web site Finn Agreement between Monroe County and
Cooke Communications LLC, a Delaware Limited Liability Company doing business as
"FloridaKeys.com and Key West.com" to provide web site services which promote tourism, to
commence October 1, 2000 through September 30, 2003.
Attached are two duplicate originals of the above for your handling. Should you have any
questions please do not hesitate to contact this office.
Cc: County Administrator w/o document
Risk Management w/o document
County Attorney
Finance
File ,/
WEBSITE FIRM AGREEMENT
THIS AGREEMENT is entered into this ~(~ay of ~tfJ ;- , 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
extension 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.
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B. At least one account manager(s) shall meet with the Monroe County ~u~t 8
Development Council (TDC) at all regularly scheduled meetings of trffl~~ ~
and at any other times as directed by the TDC. ("), r- I\.)
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C. The FIRM agrees to assign a Website Account Manager who will d~@ ~
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such time and effort as necessary to !he account on a priority basis,.:ifl~di~
full time and emergency situations when required. Duties of the AQOOum -
Manager or FIRM's assigned representative will include contact as required
with the Chairman or Vice-Chairman of the TOC and Marketing Director or
other designee. Other duties include regular visits throughout Monroe
County; consultations with TOC 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
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marketing program to the TOC as designated in Section O. within the Scope
of Services.
O. 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 TOC who retains all approvals.
2. The site shall be comprehensive including a home page, TOC district content,
special umbrella sections, places to stay, things to do and see, a calendar of
events updated when content is made available by TOC, transportation, news
releases, catastrophic situation changes and release and other site
categories as deemed appropriate for marketing purposes by the TOC.
3. The FIRM must be avaflable to meet with District Advisory Committees,
umbrella organizations, agencies of record, TOC board and TOC staff at
regular set meetings or upon request.
4. The FIRM shall understand and agree that the TOC 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 TOC and/or its contracted agencies will be
released to FIRM at no charge for use solely in the official VVVVW site unless
protected by copyrights, exclusive-use agreement, approved in advance by
TOC or TOC director.
6. The FIRM shall understand that the TOC 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 TOC or TOC director.
7. The FIRM shall furnish real time images on the TOC 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
TOC brochures as on-line electronic brochures. These should be in portable
document format (POF) 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 Toe promotions.
10. The FIRM agrees to furnish safe guards and backups to protect electronic
data and programming from both natural and man made 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 TOC 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 TOC
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 ~IRM shall guarantee service uptime at over 99% except as excused by
the conditions of the Force Majeure paragraph of this agreement.
17. The TOC 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 TOC.
18. The FIRM shall implement a pass word protected communications area to be
utilized by the FIRM, TOC director and TOC agencies of record to facilitate a
log to record transmissions related to the operations of the website.
19. TOC shall only promote the official TOC website address.
4. COMPENSATION: a. The FIRM shall provide all services and
support as listed in the Scope of Service~ at no charges to COUNTY or TOC in
exchange for the exclusive right of advertising revenues generated from the
website. The TOC 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 TOC.
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 production
"'I
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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 TOC/COUNTY shall occur at any
reasonable time. FIRM understands that it shall be responsible for repayment of
any and all audit exceptions identified by TOC/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 TOC/COUNTY for a contract award,
the amo'unt 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 COUNTYffOC 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 TOC.
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 TOC. 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, inclu.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 TOC will compensate the FIRM at a reasonable fee
regarding the transfer of data owned by the COUNTY.
7. APPROVAL AND CHANGES: The TOC 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 TOC'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 TOC's behalf. All contractual commitments other
than advertising on the website require prior review and approval by the TOC.
(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 FLORIOAKEYS.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 TOC 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
disclose within thirty (30) days of the execution of this Agreement any existing
financiat" 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 TOC are exempt from Federal Excise
and State of Florida Sales Tax.
13. FINANCE CHARGES: The COUNTY and TOC will not be
responsible for any finance charges.
14. RELATION OF COUNTYITOC: 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 TOC and the COUNTY and TOC shall at
no time be legally responsible for any negligence on the part of FIRM, its
employees or agents, resulting in either ~.odily, 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 TOC 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 TOC.
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 comp~y 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 ch?nge 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,
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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-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.
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.
7
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 TOC 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
employe-e in violation of Section 2 or Ordinance NO.1 0-1990 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
ent the day and year first above written
~p
Board of County Commissioners
of oe. Count~
,7A-<'&. ~v ..v
Mayor!
(CORPORATE SEAL)
Attest:
Deputy Clerk
Cooke Communications L.L.C., a
Delaware Limited Liability Company
Doing Business as
FloridaKeys. com/KeyWest. com
By:
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AfsI!JSflht6 'Psflltlfay C f:o
W, n'A-- ~A~R.Y 9Jr~-J/)O
9
Website Agreement
08/31/00
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DATE (MMIDDIYY)
PRODUCER
Marsh USA Inc.
5801 Pe7ican Bay B7vd.
Suite 400
Nap7es. FL 34108
10/16/00
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND. EXTEND OR
AL TER THE COVERAGE AFFORDED BY THE POLICIES BELOW,
COMPANIES AFFORDING COVERAGE
Linda Ramsey
(941) 594-2255
COMPANY
A FIREf1AN'S FUND INSURANCE CO.
INSURED
Cooke Communications
3420 Northside Drive
Key West. FL 33040
COMPANY
B FIREf1ANS FUND INSURANCE CO. GA
COMPANY
C BRIDGEFIELD EMPLOYERS INS CO
COMPANY
D
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS,
~ I
POLICY EFFECTIVE POLICY EXPIRATION
DATE IMMIDDIYY) DATE (MMIDDIYY)
TYPE OF INSURANCE
POLICY NUMBER
LIMITS
CO
LTR
A GENERAL LIABILITY MZX 80767896
COMMERCIAL GENERAL LIABILITY
CLAIMS MADE [2JDCCUR
OWNER'S & CONTRACTOR'S PROT
8/21/00
8/21/01
GENERAL AGGREGATE
PRODUCTS. COM PlOP AGG
PERSONAL & ADV INJURY
EACH OCCURRENCE
2,000.000
2.000.000
A I AUTOMOBILE LIABILITY
II ANY AUTO
-I ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
NON.OWNED AUTOS
FIRE DAMAGE (Anyone firel
MED EXP (Anyone person)
1.000.000
100.000
5.000
MZX 80767896
8/21/00
8/21/01
COMBINED SINGLE LIMIT
$
1.000.000
uY
BODILY INJURY
IPer person)
I BODILY INJURY
(Per accident)
DATE
PROPERTY DAMAGE
GARAGE LIABILITY
ANY AUTO
\~/rdVtR:
i'~,<' .. _ F~
B i EXCESS LIABILITY
X UMBRELLA FORM
OTHER THAN UMBRELLA FORM
XYZ 84263839
8/21/00
8/21/01
AUTO ONLY. EA ACCIDENT $
OTHER THAN AUTO ONLY:
EACH ACCIDENT
AGGREGA TE
EACH OCCURRENCE
$
5,000.000
5.000.000
AGGREGATE
$
C I WORKER'S COMPENSATION AND 015161
EMPLOYERS' LIABILITY
8/21/00
8/21/01
THE PROPRIETORI INCL
PARTNERSIEXECUTIVE
OFFICERS ARE: EXCL
OTHER
EL DISEASE. POLICY LIMIT
EL DISEASE. EA EMPLOYEE
100,000
500.000
100.000
DESCRIPTION OF OPERATIONSILOCATIONSNEHICLESISPECIALITEMS (LIMITS MAY BE SUBJECT TO DEDUCTIBLES OR RETENTIONS).
THE MONROE COUNTY BOARD OF COUNTY COf1MISSIONERS. ITS EMPLOYEES AND OFFICIALS SHALL BE INCLUDED AS AN ADDITIONAL INSURED ON ALL
POLICIES LISTED EXCEPT FOR WORKERS COMPENSATION.
MONROE COUNTY BOCC
ATTN: WAYNE ROBERTSON
5100 COLLEGE ROAD
KEY WEST. FL 33040
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF. THE ISSUING COMPANY WILL ENDEAVOR TO MAIL
~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,
BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY
OF ANY KIND UPON THE COMPANY. ITS AGENTS OR REPRESENTATIVES.
:l\liPIllll~$1iil!ii11mFbk'i"1Hfim,m@kF;'i1H:H1HiHm::m%%;;::;;;;';;1;;;;~~~~i:;;=~~~ijil'%
(* 10 DAYS FOR NON-PAYMENT) INSURED COPY CERTIFICATE NO, 0001001-00001