FY2022-2025 6th Amendment 08/21/2024 GVS COURTq°
o: A Kevin Madok, CPA
-
�o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida
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DATE: August 28, 2024
TO: Ammie Machan, Administrative Assistant
Tourist Development Council
Julie Cuneo
Office of Management and Budget
FROM: Liz Yongue, Deputy Clerk
SUBJECT: August 21, 2024 BOCC Meeting
The following item has been executed and added to the record:
D5 6th Amendment to Agreement with Two Oceans Digital to clarify the payment
terms for maintaining the online booking system.
Should you have any questions please feel free to contact me at(305) 292-3550.
cc: County Attorney
Finance
File
KEY WEST MARATHON PLANTATION KEY
500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway
Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070
AMENDMENT (6t" AMENDMENT) TO AGREEMENT
THIS AMENDMENT to Agreement dated this 21 st day ofAu ust 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 1st 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 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
extend the Agreement to September 30, 2023 to adjust the cost of bandwidth services; and
WHEREAS, there was a 4t" Amendment to Agreement entered into on September 20, 2023
to continue inclusion of the online booking system and associated cost for said service and to
amend the name of the online booking system from Root Reservations, LLC to Ripe, Inc.; and
WHEREAS, there was a 5t" Amendment to Agreement entered into on March 20, 2024 to
add the provision for Task Orders to be issued for Special Projects assigned to the Contractor; and
WHEREAS it has been become necessary to Amend the Agreement to Revise Paragraph 4
of the Agreement related to Compensation and the payments for the online booking system; and
NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties
agree to amend the Agreement as follows:
1. Paragraph 4 shall be revised to revise item e) Contractor shall continue an online reservation
booking system with Ripe, Inc. on the destinations website. Changes to the contracting
organization for the online reservation booking system shall be sent to TDC for approval.
Contractor shall be reimbursed associated cost as follows:
a. Fiscal Years 2024-2025 (October 1, 2023 to September 30, 2025) cost for the online
booking system and Contractor work related to the maintenance of the service shall not
exceed $40,000/Fiscal Year to be paid in monthly installments upon receipt of
deliverables from Ripe for performance of the online booking system services and
maintenance work provided by Contractor. Of this amount, payments shall be broken
down as follows:
i. Reimbursement to Contractor for Service fees to Ripe, Inc. for the online booking
system in an amount not to exceed $24,000 to be invoiced on a monthly basis in
the amount of $2,000
Amendment#6
Two Ocean Digital
Contract ID: 2455
1
ii. Reimbursement to Contractor for work related to the online booking system for
ongoing platform optimizations, regular check in meetings, outreach to lodging
affiliates, continuous integration and management of the system to ensure that
the system operates smoothly and efficiently. The Contractor spends an
average of 120-140 hours annually on the above tasks related to work on the
online booking system at an hourly rate of $125/hour. Payment for this work
shall not exceed $16,000/year. The Contractor shall submit a monthly invoice
which shall provide the actual hours worked. The monthly payment shall be
based upon the actual hours worked at the hourly rate of $125/hour.
1. The remaining provisions of the Agreement dated August 19,2020 and as amended on
November 17, 2020, April 21, 2021, June 21 , 2023 and March 20, 2024 shall remain in
full force and effect.
Amendment#6
Two Ocean Digital
Contract ID: 2455
2
IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year.
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,`�_ .r '� 1 Board of County Commissioners
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', f. adok, Clerk of Monroe County
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As Deputy Clerk Mayor/Chairman
MOIVRos~COUNTY ATTORNEY
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CHRISTINE LIMBERT-BARROWS
ASSISTANT COUNTY ATTORNEY
DATE _8/5/24
Cooke.Communications Florida, LLC d/b/a Two OceansDigital
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Amen meet#6
Two Ocean Digital
Contract ID: 2455
3
AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT
FOR LABOR OR SERVICES
Entity/Vendor Name: -Cooke Communications Florida
Vendor FEIN: 52-2251093
Vendor's Authorized Representative: .-Thomas K-Cooke
Address: 701 Simonton St. (Name and Title)
City: Key West - State: Zip: 33040
Phone Number: 305-292-1880
Email Address: tom@keywest.com
............... --------
As a nongovernmental entity executing, renewing, or extending a contract with
a government entity, Vendor is required to provide an affidavit under penalty of
perjury attesting that Vendor does not use coercion for labor or services in
accordance with Section 787.06, Florida Statutes.
As defined in Section 787.06(2)(a), coercion means:
1. Using or threating to use physical force against any person;
2. Restraining, isolating, or confining or threating to restrain, isolate, or
confine any person without lawful authority and against her or his will;
3. Using lending or other credit methods to establish a debt by any person
when labor or services are pledged as a security for the debt, if the value
of the labor or services as reasonably assessed is not applied toward
the liquidation of the debt, the length and nature of the labor or service
are not respectively limited and defined;
4. Destroying, concealing, removing, confiscating, withholding, or
possessing any actual or purported passport, visa, or other immigration
document, or any other actual or purported government identification
document, of any person;
5. Causing or threating to cause financial harm to any person;
6. Enticing or luring any person by fraud or deceit; or
7. Providing a controlled substance as outlined in Schedule I or Schedule
11 of Section 893.03 to any person for the purpose of exploitation of that
person.
As a person authorized to sign on behalf of Vendor, I certify under penalties of
perjury that Vendor does not use coercion for labor or services in accordance
with Section 787.06. Additionally, Vendor has reviewed Section 787.06, Florida
Statutes, and agrees to abide by same.
Certified By: Thomas- - K Co-oke---- ----- ........... who is
authorized to sign on behalf of the above referenced company.
Authorized Signature:- ......).--'
Print Name: Thomas K Cooke'
Title: President
78/6/2024
E(MM/DD/YYYY)
A�" CERTIFICATE OF LIABILITY INSURANCE
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
Arthur J. Gallagher Risk Management Services, LLC PHONE FAX
1550 Aviation Parkway A/C No Ext: 919-582-4009 A/C,No:919-847-3160
Suite 300 ADDE-MRESS: Sheri_williams@ajg.com
Morrisville NC 27560 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 INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER:1154876255 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 MM/DD MM/DD
B X COMMERCIAL GENERAL LIABILITY Y 22SBMAT3NZN 8/21/2024 8/21/2025 EACH OCCURRENCE $1,000,000
CLAIMS-MADE OCCUR DAMAGE TO RENTED
PREMISES Ea occurrence $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 8/21/2024 8/21/2025 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 UMBRELLALIAB X OCCUR 22SBMAT3NZN 8/21/2024 8/21/2025 EACH OCCURRENCE $10,000,000
EXCESS LAB CLAIMS-MADE AGGREGATE $10,000,000
DED X RETENTION$1 n nnn $
D WORKERS COMPENSATION 22WECAT3PC9 8/21/2024 8/21/2025 X PER OTH-
AND EMPLOYERS'LIABILITY Y/N STATUTEI ER
ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000
OFFICE R/M EMBER 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 F14381600007 4/13/2024 4/13/2025 Limit $1,000,000
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be 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.
88 7 27.24
., gym,
WAMP
CERTIFICATE HOLDER _ATION
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(2016103) The ACORD name and logo are registered marks of ACORD