Item D2 D2
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE �� i Mayor Holly Merrill Raschein,District 5
The Florida Keys Mayor Pro Tern James K.Scholl,District 3
Craig Cates,District 1
Michelle Lincoln,District 2
' David Rice,District 4
Board of County Commissioners Meeting
March 20, 2024
Agenda Item Number: D2
2023-2217
BULK ITEM: Yes DEPARTMENT: Tourist Development Council
TIME APPROXIMATE: STAFF CONTACT: Christine Limbert
No.
AGENDA ITEM WORDING: Approval of 5th Amendment to Agreement with Cooke
Communications Florida, LLC d/b/a Two Oceans Digital to add a provision for Task Orders to be
issued for special projects as assigned.
ITEM BACKGROUND:
The County and Cooke Communications Florida, LLC d/b/a Two Oceans Digital hereinafter referred to
as "Contractor".
entered into an Agreement on August 19, 2020, for Contractor to provide professional website services
which include consulting and technological advice relating to the Tourist Development Council (TDC)
website. A 1 st Amendment to Agreement was entered into on November 17, 2020 to include an online
booking system to the destinations website and adjust compensation to include costs associated with
said service. A 2nd Amendment to Agreement was entered into on April 21, 2021 to amend the name of
the reservation booking system from Advance Reservations Systems, Inc. to Root Reservation, LLC.
A 3rd Amendment to Agreement was entered into on June 21, 2023 to increase the Agreement amount
for cost associated with providing webcam services. A 4th Amendment to Agreement was entered into
on September 20, 2023 to continue inclusion of an online booking system and associated cost from said
services and to amend the name of the online booking system from Root Reservation, LLC to Ripe, Inc.
This Amendment seeks to amend the Agreement to add a provision for Task Orders to be issued for
special projects which shall include and outline the scope of the services, the total amount of payment
for said scope of services for the work as assigned to the Contractor.
PREVIOUS RELEVANT BOCC ACTION:
The Agreement was approved on August 19, 2020.
1 st Amendment was approved November 17, 2020.
1331
2nd Amendment was approved April 21, 2021.
3rd Amendment was approved June 21, 2023.
4th Amendment was approved September 20, 2023.
INSURANCE REQUIRED:
Yes
CONTRACT/AGREEMENT CHANGES:
This Amendment seeks to amend the Agreement to add a provision for Task Orders to be issued for
special projects which shall include and outline the scope of the services, the total amount of payment
for said scope of services for the work as assigned to the Contractor.
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
5th Amendment Two Oceans Digital.pdf
Two Ocean COI 8.21.24 GL Auto WC Prof 4.13.24.pdf
FINANCIAL IMPACT:
This Amendment has no financial impact.
1332
AMENDMENT(Sth AMENDMENT)TO AGREEMENT
THIS AMENDMENT to Agreement dated this 20th day of March 2024, 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 a 111 Amendment to Agreement entered into on November 17,
2020 to include an online booking system to the destinations website and adjust compensation
to include costs associated with said service; and
WHEREAS, there was a 2nd 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, there was a 3rd Amendment to Agreement entered into on June 21, 2023 to
increase the Agreement amount for cost associated with providing webcam services; and
WHEREAS, there was a 41" Amendment to Agreement entered into on September 20,
2023 to continue inclusion of an online booking system and associated cost from said services
and to amend the name of the online booking system from Root Reservation, LLC to Ripe, Inc.;
and
WHEREAS, this Amendment seeks to amend the Agreement to add a provision for Task
Orders to be issued for special projects which shall include and outline the scope of the
services, the total amount of payment for said scope of services for the work as assigned to the
Contractor;
NOW,THEREFORE,in consideration of the mutual covenants contained herein the parties
agree to amend the Agreement as follows:
1. Paragraph 4. a) shall be revised to read as follows:
a) The Contractor shall provide all services and support as listed in the Scope of Services
at no charge to the 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 no cost
to the TDC. In addition to the compensation for the bandwidth service outlined in
paragraph (b), below, the Contractor may also charge the County for special projects
Amendment#5
Two Oceans Digital
Contract#:2455
1333
approved by the TDC or the TDC Marketing 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, webcam
placements and other enhancements. These special projects shall be paid through
purchase order procedures and in accordance with the Task Order, in amounts the
total of which shall not exceed the budgeted fiscal year line item. Special projects
assigned to the Contractor shall be documented in the form of a Task Order and
processed as noted in the attached "sample", which shall include and outline the
scope of services and the amount to be paid for completion of the scope of services.
The Task Order shall be approved by the TDC or the BOCC depending upon the
amount of Task Order.
2. The remaining provisions of the Agreement dated August 19,2019 and as amended on
November 17, 2020, April 21, 2021, June 21, 2023, and September 20, 2023, shall
remain in full force and effect.
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
Amendment#5
Two Oceans Digital
Contract#:2455
1334
DocuSign Envelope ID:4EE88966-893D-455F-8697-AB2340228309
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 COUNTY ATTORNEY
CHRISTINE LIMBERT•BARROWS
ASSISTANT COUNTY ATTORNEY
DATE
Cooke Communications Florida, LLC d/b/a Two Oceans Digital
By
President
Print Name
Date: s.
AND TWO WITNESSEri
(2) ..........
c"
0,
C 04�
Print Name Clk, el
A�
Print Name
Date: ")
Date: :)J
'2
Amend ment#5
Two Oceans Digita:l
Contract#: 2455
1335
(Sample)
TASK ORDER FOR SPECIAL PROJECT
FOR
(Insert Special Project title) PROJECT
In accordance with the Agreement for Professional Website and Digital Services for the Tourist
Development Council (TDC) website made and entered on the 20th day of April 2020 between
Monroe County, FL hereinafter referred to as the "County" and Cooke Communications
Florida, LLC d/b/a Two Oceans Digital hereinafter referred to as "Consultant" or "Contractor".
All terms and conditions of the referenced Agreement for Professional Website and Digital
Services apply to the Task Order, unless the Task Order modifies an Article of the Agreement of
which will be specifically referenced in this Task Order and the modification shall be precisely
described.
In accordance with Paragraph 4. a) of the Agreement this Task Order sets forth the effective date,
completion period, scope of work and payment details for completion of this special project.
Effective Date and Completion Period
This Task Order is effective on the _ Day of 202_ (insert date). The project
shall be completed within (insert days) days.
Scope of Services
The scope of services will include: Insert Scope of Services
Compensation
The Consultant shall be paid a lump sum amount of dollars and
cents (insert written amount of compensation) ($ (insert numerical amount of
compensation) upon completion of the scope of services set forth above.
(Note: Remove from final Task order- If payment needs to be made in installments, then the scope
of services shall be set forth in phases to allow for payment for completion at each phase of the
scope of services)
Note: Task Orders of$100,000 or less shall be approved by the TDC. Task Orders of$100,000.01
or more shall be approved by the BOCC.
(If 100,000.00 or less)
Approved by the TDC at their meeting held on (insert date)
If$100,000.01 or more, include the below signature page and place on BOCC agenda for
approval:
Task Order for Special Project
Page 1 of 2
1336
IN WITNESS WHEREOF, each party caused the Task Order to be executed by its duly authorized
representative.
(SEAL) Board of County Commissioners
Attest: Kevin Madok, Clerk of Monroe County
As Deputy Clerk Mayor/Chairman
Cooke Communications Florida, LLC d/b/a Two Oceans Digital
By
President
Print Name
Date:
AND TWO WITNESSES
(1) (2)
Print Name Print Name
Date: Date:
Task Order for Special Project
Page 2 of 2
1337
DATE(MM/DD/YYYY)
ACCOR" CERTIFICATE OF LIABILITY INSURANCE 8/21/2023
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER CONTACT
NAME: Sheri Williams
ArthurJ. Gallagher Risk Management Services, LLC HON Ext: 919-582-4009 a/c,No:919-847-3160
4819 Emperor Blvd (A
AMAIL
Suite 200 ADDRESS: Sheri_williams@ajg.com
Durham NC 27703 INSURER(S)AFFORDING COVERAGE NAIC#
INSURERA:ACE American Insurance Company 22667
INSURED COOKCOM-05 INSURER B: Hartford Underwriters Insurance Company 30104
COOKE COMMUNICATIONS FLORIDA LLC
dba FloridaKeys.com and Two Oceans Digital INsuRERc: Nutmeg Insurance Company 39608
701 Simonton St INSURERD: Hartford Accident and Indemnity Company 22357
Key West FL 33040 INSURERE:
INSURER F:
COVERAGES CERTIFICATE NUMBER:1221338077 REVISION NUMBER:
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.
INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS
LTR INSD WVD POLICY NUMBER MMIDD/YYY MMIDD/YYY
B X COMMERCIAL GENERAL LIABILITY Y 22SBMAT3NZN 8/21/2023 8/21/2024 EACH OCCURRENCE $1,000,000
CLAIMS-MADE OCCUR PREMISES DAMAGE TO
PREMISES Ea occurrence)
ccurrence $300,000
MED EXP(Any one person) $10,000
PERSONAL&ADV INJURY $1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000
POLICY❑ PRO ❑
JECT LOC PRODUCTS-COMP/OP AGG $2,000,000
X
OTHER: $
C AUTOMOBILE LIABILITY 22UECAF3161 8/21/2023 8/21/2024 COMBINED SINGLE LIMIT $1,000,000
Ea accident
X ANY AUTO BODILY INJURY(Per person) $
OWNED SCHEDULED BODILY INJURY(Per accident) $
AUTOS ONLY AUTOS
X HIRED X NON-OWNED PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY Per accident
B X UMBRELLA LAB X OCCUR 22SBMAT3NZN 8/21/2023 8/21/2024 EACH OCCURRENCE $10,000,000
EXCESS LAB CLAIMS-MADE AGGREGATE $10,000,000
DED X RETENTION$1 n nnn $
D WORKERS COMPENSATION 22WECAT3PC9 8/21/2023 8/21/2024 X PER OTH-
AND EMPLOYERS'LIABILITY Y/N STATUTE ER
ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000
OFFICER/MEMBER EXCLUDED? ❑ N/A
(Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000
If yes,describe under
DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000
A Professional Liability F14381600005 4/13/2023 4/13/2024 Limit $1,000,000
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required)
Florida Keys Monroe County Board of County Commissioners and Monroe County Tourist Development Council as Additional Insured with regards to General
Liability.
A77 1K WT
23 _
t _ �
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Monroe County BOCC ACCORDANCE WITH THE POLICY PROVISIONS.
1100 Simonton St
Key West FL 33040 AUTHO IZED REPRESENTATIVEI
USA
@ 1988-2015 ACORD CORPORATION. All rights reserved.
ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 1338