Item D8 D8
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE
u,.. 9 Mayor Craig Cates,District 1
The Florida Keys Mayor Pro Tern Holly Merrill Raschein,District 5
Michelle Lincoln,District 2
- James K. Scholl,District 3
' David Rice,District 4
Board of County Commissioners Meeting
June 21, 2023
Agenda Item Number: D8
2023-1098
BULK ITEM: Yes DEPARTMENT: Tourist Development Council
TIME APPROXIMATE: STAFF CONTACT: Ammie Machan 305-296-1552
AGENDA ITEM WORDING: Approval of 3rd Amendment to Agreement with Cooke
Communications Florida, LLC d/b/a Two Oceans Digital to extend the Agreement to September 30,
2025 and adjust the cost of bandwidth services to $35,000/year.
ITEM BACKGROUND:
Our current Agreement with Two Oceans Digital to provide professional website services expires on
September 30, 2023. Within in the Agreement is an option to extend for an additional two (2)year
period with the option to adjust the cost of bandwidth services.
TDC approved same at their meeting of June 13, 2023
PREVIOUS RELEVANT BOCC ACTION:
BOCC approved original Agreement at their meeting of August 19, 2020 and amendments to
Agreement at their meetings of November 17, 2020 and April 21, 2021
CONTRACT/AGREEMENT CHANGES:
Amendment to extend and increase cost of bandwidth
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Two Oceans Digital Amendment and Original Agreement.pdf
FINANCIAL IMPACT:
Line Item Number 116-76065 $35,000/year
Insurance to be provided after BOCC approval
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AMENDMENT(V AMENDMENT)TO AGREEMENT
THIS AMENDMENT to Agreement dated this . day of 2023, is entered into by and
between the Board of County Commissioners of Monroe County, a political subdivision of the State of
Florida (County), on behalf of the Tourist Development Council and Cooke Communications Florida, LLC
d/b/a Two Oceans Digital hereinafter referred to as "Contractor".
WHEREAS, there was an Agreement entered into on August 19, 2020 between the parties, for
Contractor to provide professional website services which include consulting and technological advice
relating to the Tourist Development Council (TDC)website; and
WHEREAS,there was an Amendment to Agreement entered into on November 17, 2020 to include a
online booking system to the destinations website and adjust compensation to include costs associated with
said service; and
WHEREAS, there was an Amendment to Agreement entered into on April 21, 2021 to amend the
name of the reservation booking system from Advance Reservations Systems, Inc. to Root Reservation, LLC;
and
WHEREAS, the Agreement expires on September 30, 2023 and there in an option to extend the
Agreement for an additional two (2) year period with the option to adjust the cost of bandwidth services;
and
WHEREAS, the parties wish to exercise the option to extend the Agreement for an additional two (2)
year period and to adjust to cost of bandwidth services from $20,000/year to $35,000/year; and
NOW,THEREFORE,inconsideration of the mutual covenants contained herein the parties agree to
amend the Agreement as follows:
1. Paragraph 1 shall be revised to read:Term: This Agreement shall expire on September 30, 2025.
2. Paragraph 4.b. shall be revised to read: Bandwidth Service -The Contractor will be paid on an annual
basis, a fee for the service providing electronic marketing collateral and downloading of videos from
the website. These downloads are expected to average over 15 terabytes of bandwidth transfer
per year with great spike fluctuations occurring with certain events or news. Contractor shall
have enough bandwidth capacity to handle this average load in addition to having immediate
access to additional bandwidth capacity as such peak times or events dictate. The annual cost for
this service will be $35,000 which shall be paid in eleven (11) monthly payments of $2,916.66
and one (1) payment of $2,916.74. Monroe County's performance and obligation to pay under this
Agreement is contingent upon an annual appropriation by the BOCC.
3. The remaining provisions of the Agreement dated August 19, 2020 and as amended on November
17, 2020 and April 2021, shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year
first above written,
(SEAL) Board of County Commissioners
Attest: Kevin Madok, Clerk of Monroe County
As Deputy Clerk Mayor/Chairman
MONROE coow ATTORNEY
suat 11"
CHRISTINE LIMBER r-BAR.ROWS
ASSISTANT COUNTY ATTORNEY
DATE 5/22/23
Cooke Communications Florida, ILLC d/b/a Two Oceans Digital
By,�
President
Thomas Cooke
Print Name
,r-'/
Date: 2// ?/--z e-1 -2-
AND TWO WITNESSES
(2)
Clinton Barras (2) Karrissa Hamilton
Print Name Print Name
Date:
ate:s
Amendment 43
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AMENDMENT(2nd AMENDMENT)TO AGREEMENT
THIS AMENDMENT to Agreement dated this _Z1st_day 1bentered
into by and between the Board of County Commissioners of Monroe County, a po|hjoo|
subdivision of the State of Florida (County), on behalf of the Tourist Development Council and
Cooke Communications Florida, LLC d/b/a Two Oceans Digital hereinafter referred to as
"Contractor".
WHEREAS,there was an Agreement entered into on August 19,2020 between the parties,
for Contractor to provide professional vxebsite services which include consulting and
technological advice relating to the Tourist Development Council(TDC)website;and
WHEREAS,there was an Amendment toAgreement entered into on Nmvemnber17, 2020
to include a online booking system to the destinations vvebxite and adjust compensation to
include costs associated with said service; and
WHEREAS, it has become necessary to emend the name of the reservation booking
system from Advance Reservations Systems, Inc.to Root Reservation, LLC;
NOW,THEREFORE,in consideration of the mutual covenants contained herein the parties
agree to amend the Agreement asfollows:
1. Paragraph 4 shall be revised to include item e) Contractor shall implement an online
reservation booking system with Root Reservations, LLCon the destinations m/ebsite
commencing January 1' 2021. Changes to the contracting organization for the online
reservation booking system shall be sent to the TDCfor approval. Contractor shall be
reimbursed associated cost as follows:
a. Fiscal Year 2021 (October 1, 2020 to September 30, 2021) cost shall not exceed
$62,OQOto include o onetime advance set up fee of$3%,OOO; a onetime advance
quarterly service fee of $10,000, and two additional quarterly payments of
$10,000.
b. Fiscal Years 2022-%O23 (October 1, 3O21to September 3U, 2023) cost shall not
exceed $40,000/Fisca| Year to be invoiced in quarterly service payments of
$10,000.
Z. The remaining provisions of the Agreement dated August 19, as amended, shall remain
in full force and effect.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
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f
WITNESS WHEREOF,the�a2rrties Itava set their Itiartds and seal on the clay and year
j;: strove vwrltken.
Board of County Commissioners
Kevin Madok,Clerk of Monroe
As Deputy Clerk Mayor/Cheirman
AiONROE COUNTY ArrORNLY
` `�.'ak
MI STTNE LIMBERT-BARROWS
ASSISTANT CWNTY ATTORNEY
OATS 3&2.1.
Cooke Com cations Florida, LLC d/Wa Two Oceans Digital
Pr+eament
Thomas Cooke
Print Name
@:
AND TWO WITNESSES
cy
Print Names Print Name
Date: I Z) Data:
Amendment N2
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AMENDMENT 1''AMENDMENTI TO AGREEMENT'
THIS AMENDMENT to Agreement dated this 17th day of 'November 2020,is entered
into by and between the Board of County Commissioners of Monroe County, a political
subdivision of the State of Florida JCounty), on behalf of the Tourist Development Council and
Cooke Communications Florida, LLC d/b/a Two Oceans Digital hereinafter referred to as
"Contractor".
WHEREAS,there was an Agreement entered into on August 19,2020 between the parties,
for Contractor to provide professional website services which include consulting and
technological advice relating to the Tourist Development Council(TDC)website;and
WHEREAS,the parties desire to Amend Agreement to Include a online booking system to
the destinations website and adjust compensation to include costs associated with said service;
and
NOW,THEREFORE,in consideration of the mutual covenants contained herein the parties
agree to the amended Agreement as follows:
1. Paragraph 4 shall be revised to include Item e) Contractor shall implement an online
reservation booking system with Advance Reservations Systems,Inc. on the destinations
website commencing January 1,2021.Contractor shall be reimbursed associated cost as
follows:
a. Fiscal Year 2021 (October 1, 2020 to September 30, 2021) cost shall not exceed
$62,000,to indude a onetime advance set up fee of$32,000; a onetime advance
quarterly service fee of $10,000, and two additional quarterly payments of
$10,000.
b. Fiscal Years 2022-2023 (October 1, 2021 to September 30, 2023) cast shall not
exceed $40,000/Fiscal Year to be invoiced in quarterly service payments of
$10,000.
2. The remaining provisions of the Agreement dated August 19, as amended, shall remain
in full force and effect.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
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NESS WHEREOF, the parties have set their hands and sea] on the day and year
e written.
Board of County Commissioners
OILo dn Madok, Clerk of Monroe County
AU '7-4
As Deputy Clerk Mayor/Chairman
Cooke Communications Fjorlds, LLC dIbIa Two Oceans Digital
President
Print Name
N)
Date: ID Z 12
AND TWO WITNESSES
(2)
(1) 4/"A� 04 rv,.q S (2) ANO%* INC-Ife0l"
Print NaPrint Name
Date: iotDate:
"Rmcouw"Anomv
CHNIOIN LIMBM-BARROW'S
ASSISTAWCOURYY ATTORM
mu 10/30/20
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AGREEMENT
THIS AGREEMENT (Agreement),made and entered into this this 19th day of August
2020, A.D.,by and between Monroe County, Florida, (hereinafter called the County), and Cooke
Communications Florida, LLC /b/a Two Oceans Digital (hereinafter called the Contractor),
WITNESSETH:
WHEREAS, a Request for Competitive Solicitations for the TDC website was issued on
March 2, 2020; and
WHEREAS, Contractor is recommended by the selection committee to be awarded the
Agreement and is otherwise qualified to provide professional website and digital services which
includes consulting and technological advice relating to the 'Tourist Development Council (TDC)
website, and
WHEREAS, the TDC website is a, vital component to the promotion of tourism in the
Florida Keys, and
WHEREAS,the TDC, an advisory board to the County's Board of County Commissioners
(BOCC)has recommended to County that an Agreement for website and digital provider services
be entered into with Contractor, and
NOW THEREFORE, in consideration of the mutual covenants contained herein, the
parties agree as follows:
1. Term: The term of this Agreement is for a period of three (3) years beginning October 1,
2020 and expiring on September 30, 2023. The County shall have an option to extend the
Agreement for one additional two (2) year period.
2. Sco e of Services:. The Contractor shall provide Website and Digital Provider Services
for the Monroe County TDC as described below:
a) Key Personnel: This Agreement is a Professional Services Agreement with the
expectation that principal personnel will be performing the services. A list of the
principal personnel will be given to the TIC for their record, and the TDC shall be
informed of any changes in TDC Senior Account Executive(s) position(s).
b) At least one Senior Account Executive shall meet with the Monroe County TDC at all
regularly scheduled meetings of the TDC Board and at any other times as directed by the
TDC.
c) The Contractor agrees to assign a Senior Account Executive who will devote such time
and effort as necessary to the account on a priority basis, including full time and
emergency situations when required. Duties of the Senior Account Executive or
Contractor's assigned representative will include contact as required with the Chairman
of the TDC and TDC Marketing Director or other designees. Other duties include
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consultations with TDC staff, TDC Advisory Committees from the five districts and
Umbrella Committees within the Florida 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 and digital services program to the TDC.
d) Key Personnel will also include a Search Engine Optimization (SEO) Specialist to
maintain current SEO standards, and a Search Engine Marketing (SEM) Specialist to
maintain current paid search techniques and keep abreast of and implement opportunities
as they arise.
3. The Contractor agrees to the following services:
a) The Contractor shall design, develop, program, maintain and host the website for the
County on behalf of the TDC,who retains all approvals,
b) The site shall be comprehensive including a homepage, TDC district content, special
Umbrella sections, places to stay, things to do and see, a calendar of events which can
be sortable by date, location or event category, an accommodations search,transportation
infortnation, news stories, emergency/crisis management situation changes, electronic
brochures,videos, live cams, social media connect functionality and other site categories
which may require regular updating as deemed appropriate for marketing purposes by
the TDC. The site must be created in responsive design or other best practices for those
visitors on mobile and tablet devices.
Other website and digital service features and responsibilities include:
• Website adherence to WCAG 2.0 AA or greater accessibility standards to
maintain ADA compliance, including regularly updating the website's
Accessibility Statement
• Interactive Maps
• A search mechanism for the site
• Integrated social media icons linked to the corresponding TDC social platforms
• Website language translation capabilities
• As TDC Marketing Plans evolve,collaboration with other agencies of record and
the TDC Marketing Director to create new site sections or emphasis of themes
• Maintaining versions of the website in foreign languages as directed by TDC
Marketing Director and on each respective country's Top-level Domain(TLD).
• In conjunction with the social media team, optimizing social platform graphics,
creating custom Facebook tabs, and consulting as needed on social optimization
observations
c) The Contractor agrees to provide web hosting via a dedicated web server and database
server not shared with any other entities.
d) The Contractor agrees to provide an Integrated Content Delivery Network (CDN) for
advanced security and performance.
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c) The Contractor agrees to provide a high-availability firewall with 24/7 monitoring.
t) The Contractor shall guarantee service uptime at more than 99% except as excused by
the conditions of the Uncontrollable Circumstances paragraph of this Agreement.
g) The Contractor 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 to provide continuous, uninterrupted service.
h) The Contractor agrees to host e-mail for the TDC Staff and agencies of record as deemed
necessary.The e-mail accounts should have a web-based component that can be accessed
from anywhere. The e-mail should have premium virus and spam protection.
i) The Contractor must be available to meet with District Advisory Committees, Umbrella
Committees, marketing agencies of record, TDC Board, and TDC staff at regular set
meetings or uponrequest,
The Contractor agrees that the TDC will have editorial control and approval of the
websites and all contents.
k) The Contractor agrees that the TDC, along with its agencies of record, have the right to
provide input on the design and creative content of the site. This shall be done by the
Contractor upon approval and direction by the TDC Marketing Director.
1) The Contractor shall maintain real-time, live webcams on the TDC website at different
locations or events in Monroe County as mutually agreed by all parties.
m) The Contractor shall furnish the setup and the capability to download any of the TDC
promotional collateral products as online electronic fulfillment. These should be in
Portable Document Format(PDF), and the Contractor shall provide a monthly report on
the number of downloads of each category.
n) The Contractor shall furnish the setup and capability to develop travel trade fulfillment,
such as travel agent request forms and meeting planner's Request for Proposal (RFP)
forms to be sent electronically.
o) The Contractor shall furnish a list server service to capture e-mail addresses for Monroe
County TDC promotional and communication needs. The TDC will own the e-mail
addresses for their exclusive use only. In addition contractor will maintain an Alert e-
mail subscription and management list, specifically for communicating to local area
businesses and other tourism interested stakeholders regarding important, time-sensitive
matters,
p) The Contractor shall implement the latest search engine optimization(SEC))practices to
ensure prominent organic search engine rankings.
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q) The Contractor shall furnish monthly reports to the TDC, which track site conversions
and other Key Performance Indicators (KPIs) in addition to common analytical data
including: the number of user sessions(new and returning),page views, average session
duration, native languages, geographic origins, source and medium of traffic, most
requested pages, top referring URLs, device types, and other requested TDC research
assessment of services reports. The report numbers may be audited and verified by an
independent entity.
r) The Contractor shall have the right to create websites, internet ads or other forms of
digital marketing for tourism industry partners and charge the industry for those services,
The Contractor agrees to have dedicated sales staff to adequately cover all of Monroe
County in equal marketing sales distribution efforts.
s) The Contractor shall implement a custom, password-protected Content Management
System (CMS) to be utilized by the Contractor, TDC Marketing Director, and TDC
marketing agencies, of record. This CMS will provide for administrative capabilities to
independently update site content such as news, events calendar, videos-of-the-week,
meeting agenda upload and linking functionality, special environmental content,or other
dynamic pages as needed. The CMS must also provide Website Alerts functionality,
with text and links for additional information and resources.
t) The Contractor shall maintain a custom App in both iOS and Android versions with Push
Notification capabilities.
u) 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.
v) 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 the Contractor at no charge for use solely on the official website and other
digital services, unless protected by copyrights or exclusive-use agreement.
w) The TDC shall have the ability for the TDC Web Editor to manage free listings on the
website in tourism categories approved by theTDC.
4. Compensation:
a) The Contractor shall provide all services and support as listed in the Scope of Services at
no charge to County or TDC in exchange for the exclusive right to retain all advertising
revenues generated from the 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 Contractor
may also charge the County for special projects, approved by the TDC or TDC Marketing
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Director, outside the Scope of Services, including but not limited to Contractor's
attendance at educational or training programs in support of technology advances and
enhancements, new site enhancements, technology, equipment, production, maintenance
costs, webcarn 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
the budgeted fiscal year line item.
b) Bandwidth Service - The Contractor will be paid on an annual basis, a fee for the service
providing electronic marketing collateral and downloading of videos from the website.
These downloads are expected to average over 15 terabytes of bandwidth transfer per year
with great spike fluctuations occurring with certain events or news. Contractor shall have
enough bandwidth capacity to handle this average load in addition to having immediate
access to additional bandwidth capacity as such peak times or events dictate. The annual
cost for this service will be $20,000 which shall be paid in eleven (11) monthly payments
of$1,666.66 and one (1) payment of$1,666,74. Upon approval to exercise an option to
extend this Agreement for an additional two(2)year period,the annual cost of service may
be adjusted. Monroe County's performance and obligation to pay under this Agreement is,
contingent upon an annual appropriation by the BOCC.
c) Advertising sales guidelines are established within Exhibit A.
d) Reimbursable Expenditures: The County will reimburse the Contractor for all approved
expenditures and payments made on the County's behalf for approved special projects as
outlined in paragraph (a), subject to state and County rules and regulations, Packaging,
shipping, express mail, postage, legal expenses on behalf of County, and travel expense
for Contractor's personnel shall be considered reimbursable expenses, subject to County's
approval, Travel expenses of approved personnel on behalf of the business of the TDC
shall be compensated at the rates established by Florida law and County policy.
5. Contractor's Acceptance of Conditions: The Contractor hereby agrees to carefully
examine the Scope of Services and assumes full responsibility therefore. Under no circumstances,
conditions or situations shall this Agreement be more strongly construed against the County than
against the Contractor.
a) Any ambiguity or uncertainty in the Scope of Services shall be interpreted and construed
by the County, and the County's decision shall be final and binding upon all parties.
b) The passing, approval and/or acceptance by the County of any of the services furnished by
the Contractor shall not operate as a waiver by the County of strict compliance with the
terms of this Agreement. Failure on the part of the Contractor, immediately after Notice
to Correct a default, shall entitle the County, if it sees fit, to correct the same and recover
the reasonable cost of such replacement and/or repair from the Contractor, who in any
event shall be jointly and severely liable to the County for all damage, loss and expense
caused to the County by reason of the Contractor's breach of this Agreement and/or his
failure to comply strictly and in all things with this Agreement and with the specifications.
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c) The Contractor agrees that the TIC may designate representatives to visit the Contractor's
facility(ies) periodically to conduct random open file evaluations during the Contractor's
normal business hours.
d) The Contractor warrants that it has, and shall maintain throughout the term of this
Agreement, appropriate licenses and permits required to conduct its business, and that it
will at all times conduct its business activities in a reputable manner. Proof of such licenses
and permits shall be submitted to the County upon request.
6. Contractor's Financial Records and Right to Audit: Contractor shall maintain all books,
records and documents directly pertinent to performance under this Agreement in accordance with
generally accepted accounting principles consistently applied. Each party to this Agreement or
their authorized representatives shall have reasonable and timely access to such records of each
other party to this Agreement for public records purposes during the term of the Agreement and
for four years following the termination of this Agreement. If an auditor employed by the County
or Clerk determines that monies paid to the Contractor pursuant to this Agreement were spent for
purposes not authorized by this Agreement, the contractor shall repay the monies together with
interest calculated pursuant to Sec. 55.03, Florida Statute, running from the date the monies were
paid to Contractor.
Right to Audit
Availability of Records. The records of the parties to this Agreement relating to the Scope of
Services/Project, which shall include but not be limited to accounting records (hard copy, as well
as computer readable data if it can be made available; subcontract files (including proposals of
successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc.); original
estimates; estimating work sheets; correspondence; change order files (including documentation
covering negotiated settlements); backcharge logs and supporting documentation; general ledger
entries detailing cash and trade discounts earned, insurance rebates and dividends; any other
supporting evidence deemed necessary by County or the Monroe County Office of the Clerk of
Court and Comptroller (hereinafter referred to as "County Clerk") to substantiate charges related
to this agreement, and all other agreements, sources of information and matters that may in
County's or the County Clerk's reasonable judgment have any bearing on or pertain to any matters,
rights, duties or obligations under or covered by any contract document (all foregoing hereinafter
referred to as "Records") shall be open to inspection and subject to audit and/or reproduction by
County's representative and/or agents or the County Clerk. County or County Clerk may also
conduct verifications such as, but not limited to, counting employees at the job site, witnessing the
distribution of payroll, verifying payroll computations, overhead computations, observing vendor
and supplier payments, miscellaneous allocations, special charges, verifying information and
amounts through interviews and written confirmations with employees, Subcontractors, suppliers,
and contractors representatives. All records shall be kept for ten(10)years after Final Completion
of the Scope of Services/Project. The County Clerk possesses the independent authority to conduct
an audit of Records, assets, and activities relating to this Scope of Services/Project. If any auditor
employed by the Monroe County or County Clerk determines that monies paid to Contractor
pursuant to this Agreement were spent for purposes not authorized by this Agreement, the
Contractor shall repay the monies together with interest calculated pursuant to Section 55.03,F.S.,
running form the date the monies were paid to Contractor. The right to audit provisions survives
the termination of expiration of this Agreement.
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7. Public Records Compliance: Contractor must comply with Florida public records laws,
including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the
Constitution of Florida. The County and Contractor shall allow and permit reasonable access to,
and inspection of, all documents, records, papers, letters or other "public record" materials in its
possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made
or received by the County and Contractor in conjunction with this contract and related to contract
performance. The County shall have the right to unilaterally cancel this contract upon violation of
this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision
shall be deemed a material breach of this contract and the County may enforce the terms of this
provision in the form of a court proceeding and shall, as a prevailing party, be entitled to
reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall
survive any termination or expiration of the contract.
The Contractor is encouraged to consult with its advisors, about Florida Public Records Law in
order to comply with this provision.
Pursuant to FS. 119.0701 and the terms and conditions of this contract, the Contractor is required
to:
(1) Keep and maintain public records that would be required by the County to perform the
service.
(2) Upon receipt from the County's custodian of records, provide the County with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a cost
that does not exceed the cost provided in this chapter or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the
contract term and following completion of the contract if the contractor does not transfer the
records to the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public records in
possession of the Contractor or keep and maintain public records that would be required by the
County to perform the service. If the Contractor transfers all public records to the County upon
completion of the contract, the Contractor shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If the Contractor
keeps and maintains public records upon completion of the contract, the Contractor shall meet all
applicable requirements for retaining public records. All records stored electronically must be
provided to the County, upon request from the County's custodian of records, in a format that is
compatible with the information technology systems of the County.
(5) A request to inspect or copy public records relating to a County contract must be made
directly to the County, but if the County does not possess the requested records, the County shall
immediately notify the Contractor of the request, and the Contractor must provide the records to
the County or allow the records to be inspected or copied within a reasonable time.
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If the Contractor does not comply with the County's request for records, the County shall enforce
the public records contract provisions in accordance with the contract, notwithstanding the
County's option and right to unilaterally cancel this contract upon violation of this provision by
the Contractor. A Contractor who fails to provide the public records to the County or pursuant to
a valid public records request within a reasonable time may be subject to penalties under
section 119.10, Florida Statutes.
The Contractor shall not transfer custody,release,alter,destroy or otherwise dispose of any public
records unless or otherwise provided in this provision or as otherwise provided by law.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119,FLORIDA STATUTES,TO THE CONTRACTOR'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-3470 BRADLEY-
BR1ANna,M0NR0EC, 0UNTY-FL.G0V ONROE COUNTY ATTORNEY'S OFFICE
I 111121"',Street, surrE 408, KEY WEST, FL 33040.
8. Hold Harmless: The Contractor covenants and agrees to indemnify and hold harmless the
County 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 Contractor or any of its subcontractors in any tier, occasioned
by the negligence, errors or other wrongful act of omission of the Contractor or its subcontractors
in any tier, their employees or agents.
9. Independent Contractor: At all times and for all purposes under this Agreement the
Contractor is an Independent Contractor and not an employee of the County. No statement
contained in this Agreement shall be construed so as to find the Contractor or any of his
employees, contractors, servants or agents to be employees of the County.
10. Nondiscrimination: County and Contractor agree that there will be no discrimination
against any person, and it is expressly understood that upon a determination by a court of
competent jurisdiction that discrimination has occurred, this Agreement automatically terminates
without any further action on the part of any party, effective the date of the court order. County
or Contractor agree to comply with all Federal and Florida statutes, and all local ordinances, as
applicable, relating to nondiscrimination. These include but are not limited to. 1) Title VII of the
Civil Rights Act of 1964 (PL 88-352)which 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. 168 1-
1683, and 1685-1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the
Rehabilitation Act of 1973, as amended (20 USC s. 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
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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 patient records; 8)Title
VIII of the Civil Rights Act of 1968 (42 USC ss. 3601 et seq.), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities
Act of 1990 (42 USC s. 12101 Note), as maybe amended from time to time, relating to
nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 11,
which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry,
sexual orientation, gender identity or expression, familial status or age; 11) any other
nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or
the subject matter of, this Agreement.
11. Assignment/Subcontract: The Contractor shall not assign or subcontract its obligations
under this Agreement, except in writing and with the prior written approval of the County and
Contractor, which approval shall be subject to such conditions and provisions as the County may
deem necessary. This paragraph shall be incorporated by reference into any assignment or
subcontract and any assignee or subcontractor shall comply with all of the provisions of this
Agreement.
12. Compliance with 1.aw: In providing all services/goods pursuant to this Agreement, the
Contractor shall abide by all statutes,ordinances,rules and regulations pertaining to, or regulating
the provisions of, such services, including those now in effect and hereinafter adopted. Any
violation of said statutes, ordinances, rules and regulations shall constitute a material breach of
this Agreement and shall entitle the County to terminate this Agreement immediately upon
delivery of written notice of termination to the Contractor. The Contractor shall possess proper
licenses to perform work in accordance with these specifications throughout the term of this
Agreement.
13, Disclosure and Conflict of Interest: The Contractor represents that it, its directors,
principles and employees, presently have no interest and shall acquire no interest, either direct or
indirect, which would conflict in any manner with the performance of services required by this
Agreement, as provided in Sect. 112,311, et seq., Florida Statutes. County agrees that officers and
employees of the County recognize and will be required to comply with the standards of conduct
for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding,
but not limited to, solicitation or acceptance of gifts; doing business with one's agency;
unauthorized compensation; misuse of public position, conflicting employment or contractual
relationship; and disclosure or use of certain information.
Upon execution of this Agreement, and thereafter as changes may require, the Contractor shall
notify the County of any financial interest it may have in any and all programs in Monroe County
which the Contractor sponsors, endorses, recommends, supervises or requires for counseling,
assistance, evaluation or treatment. This provision shall apply whether or not such program is
required by statute, as a condition of probation, or is provided on a voluntary basis.
The County and Contractor warrant that, in respect to itself, it has neither employed nor retained
any company or person, other than a bona fide employee working solely for it, to solicit or secure
this Agreement and that it has not paid or agreed to pay any person, company, corporation,
individual or Contractor, other than a bona fide employee working solely for it, any fee,
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commission, percentage, gift or other consideration contingent upon or resulting from the award
or making of this Agreement. For the breach or violation of the provision, the Contractor agrees
that the County shall have the right to terminate this Agreement without liability and, at its
discretion, to offset from monies owed, or otherwise recover the full amount of such fee,
commission, percentage, gift or consideration.
14, Arrears: The Contractor shall not pledge the County's credit or make it a guarantor of
payment or surety for any agreement,debt,obligation,judgment,lien or any form of indebtedness,
The Contractor further warrants and represents that it has no obligation or indebtedness that would
impair its ability to fulfill the terms of this Agreement.
15. Notice 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, return
receipt requested, to the following:
FOR,TIC: Maxine Pacini
Monroe County TDC
1201 White Street#102
Key West, FL 33040
FOR COUNTY: Christine Limbert-Barrows,
Assistant County Attorney
PO Box 1026
Key West, FL 33041-1026
FOR CONTRACTOR: Clint Barras
Two Oceans Digital
701 Simonton Street
Key West, FL 33040
16. Taxes: The County is exempt from payment of Florida State Sales and Use taxes. The
Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to its
suppliers for materials used to fulfill its obligations under this Agreement, nor is the Contractor
authorized to use the County's Tax Exemption Number in securing such materials. The Contractor
shall be responsible for any and all taxes, or payments of withholding,related to services rendered
under this Agreement.
17. Termination:
a) The County may terminate this Agreement for cause with seven (7) days' notice to the
Contractor. Cause shall constitute a breach of the obligations of the Contractor to perform
the services enumerated as the Contractor's obligations under this Agreement.
b) Either of the parties hereto may terminate this Agreement without cause by giving the other
party ninety (90) days written notice of its intention to do so.
c) For Contracts of any amount, if the County determines that the Contractor/Consultant has
submitted a false certification under Section 287.135(5), Florida Statutes or has been
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placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of
Israel,the County shall have the option of(1)terminating the Agreement after it has given
the Contractor/Consultant written notice and an opportunity to demonstrate the agency's
determination of false certification was in error pursuant to Section 287.135(5)(a), Florida
Statutes, or(2)maintaining the Agreement if the conditions of Section 287.135(4), Florida
Statutes, are met.
d) For Contracts of $1,000,000 or more, if the County determines that the
Contractor/Consultant submitted a false certification under Section 287.135(5), Florida
Statutes, or if the Contractor/Consultant has been placed on the Scrutinized Companies
with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran
Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria,
the County shall have the option of(1) terminating the Agreement after it has given the
Contractor/Consultant written. notice and an opportunity to demonstrate the agency's
determination of false certification was in error pursuant to Section 287,135(5)(a), Florida
Statutes, or(2)maintaining the Agreement if the conditions of Section 287.135(4),Florida
Statutes, are met.
18. Governing,Law.Venue, Interpretation, Costs- and 1'�'ces:
. —_. n
a) This Agreement shall be governed by and construed in accordance with the laws of the
State of Florida applicable to agreements made and to be performed entirely in the State.
b) In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, the County and Contractor agree that
venue will lie in the appropriate court or before the appropriate administrative body in
Monroe County, Florida.
c) The County and Contractor agree that, in the event of conflicting interpretations of the
terms or a term of this Agreement by or between any of them,the issue shall be submitted
to mediation prior to the institution of any other administrative or legal proceeding.
d) Severability. If any term, covenant, condition or provision of this Agreement (or the
application thereof to any circumstance or person) shall be declared invalid or
unenforceable to any extent by a court of competent jurisdiction, the remaining terms,
covenants, conditions and provisions of this Agreement, shall not be affected thereby; and
each remaining term, covenant, condition and provision of this Agreement shall be valid
and shall be enforceable to the fullest extent permitted by law unless the enforcement of
the remaining terms, covenants, conditions and provisions of this Agreement would
prevent the accomplishment of the original intent of this Agreement. The County and
Contractor agree to reform the Agreement to replace any stricken provision with a valid
provision that comes as close as possible to the intent of the stricken provision.
c) Attorney's Fees and Costs. The County and Contractor agree that in the event any cause
of action or administrative proceeding is initiated or defended by any party relative to the
enforcement or interpretation of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, court costs, investigative and out-of-pocket expenses, as an
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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 Agreement shall be in accordance with the Florida
Rules of Civil Procedure and usual and customary procedures required by the circuit court
of Monroe County,
f) Adjudication of Disputes or Disagreements. County and Contractor agree that all disputes
and disagreements shall be attempted to be resolved by Meet and Confer Sessions between
representatives of each of the parties. If the issue or issues are still not resolved to the
satisfaction of the parties, then any party shall have the right to seek such relief or remedy
as may be provided by this Agreement or by Florida law.
g) Cooperation. In the event any administrative or legal proceeding is instituted against either
party relating to the formation, execution, performance or breach of this Agreement,
County and Contractor agree to participate, to the extent required by the other party, in all
proceedings, hearings, processes, meetings and other activities related to the substance of
this Agreement or provision of the services under this Agreement. County and Contractor
specifically agree that no party to this Agreement shall be required to enter into any
arbitration proceedings related to this Agreement,
19. Binding Effect: The terms, covenants, conditions and provisions of this Agreement shall
bind and inure to the benefit of the County and Contractor and their respective legal
representatives, successors and assigns.
20. Authori1y: Each'party represents and warrants to the other that the execution, delivery and
performance of this Agreement have been duly authorized by all necessary County and corporate
action, as required by law.
21. Claims for Federal or State Aid: Contractor and County agree that each shall be, and is,
empowered to apply for, seek and obtain Federal and State funds to further the purpose of this
Agreement; provided that all applications, requests, grant proposals and funding solicitations are
not for funding already provided under this Agreement.
22. 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 Agreement within
the territorial limits of the County shall apply to the same degree and extent to the performance of
such functions and duties of such officers, agents, volunteers or employees outside the territorial
limits of the County,
23. Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory
Duties. This Agreement is not intended to, nor shall it be construed as,relieving any participating
entity from any obligation or responsibility imposed upon the entity by law except to the extent of
actual and timely performance thereof by any participating entity, in which case the performance
may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not
intended to,nor shall it be construed as, authorizing the delegation of the constitutional or statutory
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duties of the County, except to the extent permitted by the Florida constitution, state statute and
case law.
24. Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms,
or any of them, of this Agreement to enforce or attempt to enforce any third-party claim or
entitlement to or benefit of any service or program contemplated hereunder, and the County and
the Contractor agree that neither the County nor the Contractor or any agent, officer or employee
of either shall have the authority to inform, counsel or otherwise indicate that any particular
individual or group of individuals, entity or entities, have entitlements or benefits under this
Agreement separate and apart, inferior to, or superior to the community in general or for the
purposes contemplated in this Agreement.
25. Attestations: Contractor agrees to execute such documents as the County may reasonably
require, to include a Public Entity Crime Statement, an Ethics Statement and a Drug-Free
Workplace Statement.
26, 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 Agreement or be subject to any personal liability or accountability by
reason of the execution of this Agreement.
27. Insurance. The Contractor shall maintain the following required insurance throughout the
entire term of this Agreement and any extensions. Failure to comply with this provision may
result in the immediate suspension of all work until the required insurance has been reinstated or
replaced. Delays in the completion of work resulting from the failure of the Contractor to maintain
the required insurance shall not extend any deadlines specified in this Agreement and any penalties
and failure to perform assessments shall be imposed as if the work had not been suspended, except
for Contractor's failure to maintain the required insurance.
The Contractor shall provide, to the County, as satisfactory evidence of the required insurance,
either:
Certificate of Insurance
OR
A Certified copy of the actual insurance policy
The County, at its sole option, has the right to request a certified copy of any or all insurance
policies required by this Agreement. All Insurance policies must specify that they have a thirty
(30) day notice of cancellation, non-renewal, material change in policy language or reduction in
coverage. The acceptance and/or approval of the Contractor's insurance shall not be construed as
relieving the Contractor from any liability or obligation assumed under this Agreement or imposed
by law. The Monroe County BOCC, its employees and officials shall be included as an
"Additional Insured" on all insurance policies, except for Workers' Compensation, as their
interests may appear in all policies issued to satisfy these requirements.
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Any deviations from these General Insurance Requirements must be requested in writing on the
County prepared form entitled "Request for Waiver of Insurance Requirements". Any deviation
must be approved in writing by Monroe County Risk Management.
a) Prior to the commencement of work governed by this Agreement, the Contractor shall
obtain Workers' Compensation Insurance with limits sufficient to comply with Florida
Statute 440. In addition, the Contractor shall obtain Employers' Liability Insurance with
limits of not less than:
$100,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease
$100,000 Bodily Injury by Disease, each Employee
Coverage shall be maintained throughout the entire term of this Agreement. Coverage
shall be provided by a company or companies authorized to transact business in the state
of Florida and the company or companies must maintain a minimum rating of A-VI, as
assigned by the A.M. Best Company.
b) Prior to the commencement of work governed by 'this Agreement, the Contractor shall
obtain General Liability Insurance. Coverage shall be maintained throughout the life of
the Agreement and include, as a minimum:
Premises Operations
Products and Completed Operations
Blanket Contractual Liability
Personal Injury Liability
Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$1,000,000 per Occurrence and $1,000,000 Aggregate
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per Person
$1,000,000 per Occurrence
$ 100,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy,
its provisions should include coverage for claims filed on or after the effective 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 Agreement involves the furnishing of advice
or services of a professional nature,the Contractor shall purchase and maintain,throughout
the life of the Agreement,Professional Liability Insurance, which will respond to damages
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resulting from any claim arising out of the performance of professional services or any
error or omission of the Contractor arising out of work governed by this Agreement.
The minimum limits of liability shall be: $300,000 per Occurrence/$500,000 Aggregate.
The Monroe County BOCC shall be named as Additional Insured as their interests may
appear on all insurance policies issued to satisfy the above requirements.
28. Uncontrollable Circumstances: Any delay or failure of either Party to perform its
obligations under this Agreement will be excused to the extent that the delay or failure was caused
directly by an event beyond such Party's control, without such Party's fault or negligence and that
by its nature could not have been foreseen by such Party or, if it could have been foreseen, was
unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or
other declared emergency in the geographic area of the Scope of Services/Project; (c) war,
invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil
unrest in the geographic area of the Scope of Services/Project; (d) government order or law in the
geographic area of the Scope of Services/Project; (e)actions,embargoes, or blockades in effect on
or after the date of this Agreement; (f.) action by any governmental authority prohibiting work in
the geographic area of the Scope of Services/Project;(cach, a "Uncontrollable Circumstance").
CONTRACTOR'S financial inability to perform, changes in cost or availability of materials,
components,or services,market conditions,or supplier actions or contract disputes will not excuse
performance by Contractor under this Section. Contractor shall give County written notice within
7 days of any event or circumstance that is reasonably likely to result in an Uncontrollable
Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall
use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of
any Uncontrollable Circumstance are minimized and resume full performance under this
Agreement. The County will not pay additional cost as a result of an Uncontrollable Circumstance.
29. Execution in Counter-parts: This Agreement may be executed in any number of
counterparts, each of which shall be regarded as an original, all of which taken together shall
constitute one and the same instrument and any of the parties hereto may execute this Agreement
by signing any such counterpart.
30. Section Headings: Section headings have been inserted in this Agreement as a matter of
convenience of reference only, and it is agreed that such section headings are not a part of this
Agreement and will not be used in the interpretation of any provision of this Agreement.
31. E-Verify:— y: Effective January 1, 2021: In accordance with F.S. 448.095, Contractor shall
utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment
eligibility of all new employees hired by the Contractor during the term of the Contract and shall
expressly require any subcontractors performing work or providing services pursuant to the
Contract to likewise utilize the U.S.Department of Homeland Security's E-Verify system to verify
the employment eligibility of all new employees hired by the subcontractor during the Contract
term.
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IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed the day
d year first above written.
Board of Cou ty Commissioners
Y
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4613oputy Clerk an
(To be filled out by Contractor)
Cooke Communications Florida,LLC d/b/a Two Oceans Digital
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