Item S5 S5
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
November 19, 2024
Agenda Item Number: S5
2023-3223
BULK ITEM: No DEPARTMENT: County Attorney
TIME APPROXIMATE: STAFF CONTACT: Christine Limbert-Barrows
No.
AGENDA ITEM WORDING: Discussion and direction regarding the Monroe County Clerk&
Comptroller's Internal Audit Report of the Tourist Development Council's (TDC) Website and Digital
Services and the Cooke Communications Florida LLC d/b/a Two Oceans Digital Agreement for the
TDC website & digital services.
ITEM BACKGROUND:
On October 15, 2024, the Monroe County Clerk's Internal Audit Department issued an Audit of the
TDC's Website and Digital Services. The Audit is attached to this agenda item.
At the October 29, 2024, TDC meeting, the TDC discussed the Audit and the Two Oceans Digital
Agreement. The TDC unanimously voted to recommend to the BOCC to issue a Request for Proposal
(RFP) for TDC website and digital services, to terminate the Agreement without cause and to direct and
authorize Kara Franker, CEO of Visit Florida Keys (VFK) to oversee the transition and website &
digital services plan, including procuring domain names as needed.
Staff seeks direction from the Board on whether to to issue an RFP for TDC website & digital services,
termination the agreement with Two Oceans Digital without cause and provide 90 days notice as per the
contract with the ability to extend the termination date as needed, and to direct and authorize Kara
Franker, CEO of VFK to oversee the transition and website & digital services plan.
Options:
Option 1) As recommended by the TDC- Issue a new RFP,Terminate the Two Oceans Digital
Agreement for convenience and direct/authorize Kara Franker to oversee transition and website
& digital services plan, including to procure domain names as needed.
• Authorization to issue a Request For Proposals (RFP) competitive solicitation with an anticipated
advertisement period of 21 days or more (estimated RFP timeline: issue RFP 11/2024 (a draft
RFP will be attached to this item), RFP opening date 12/2024, selection committee meeting
1/2025, TDC recommendation 1/2025 and award& approval of contract by BOCC 2/2025;
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tentative effective date of new contract 3/1/25).
• Termination of the agreement for convenience/without cause. The contract provides a 90 day
notice period prior to termination which from today would be effective February 17, 2025. Staff
recommends for the termination date of the agreement to be extended as needed to ensure no
lapse in in the website services, to allow for time as need for the RFP process and to allow for a
transition period if a new vendor is selected. County staff consulted with Kara Franker and she
recommends for the contract termination date to be extended to March 31, 2025.
• Direct Kara Franker, the VFK CEO to oversee the transition and TDC website& digital services
plan, including the procurement of domain names as needed. This effort will include the
continuation of the services and development and implementation of the TDC website & digital
services plan. This may include working with the current contractor/Two Ocean's Digital to
ensure a smooth transition or implementation of services, seeking temporary contractors/short-
term solutions and/or brining services under VFK as needed for website & digital services.
Option 2) Issue RFP and Terminate the Agreement for Cause. The Agreement also allows for
termination for cause with seven (7) days notice. Cause constitutes a breach of the obligations of the
Contractor to perform the services enumerated as the Contractor's obligations under the Agreement. The
Board has the option of terminating the agreement for cause, if cause exist. This option is not preferred
since the TDC recommended issuing an RFP and the RFP process is expected to take several months as
noted above.
Option 3) No Action- Don't issue an RFP at this time and/or terminate the current agreement with Two
Oceans Digital, which ends 9/30/25
Option 4) Any combination or portions of options outlined above.
PREVIOUS RELEVANT BOCC ACTION:
The BOCC approved the Agreement with Cooke Communication Florida LLC d/b/a Two Oceans
Digital on August 19, 2020.
The Agreement was amended on November 17, 2020 to include an online reservation booking system
(1st Amendment).
The Agreement was amended on April 21, 2021 to revise the reservation booking system (2nd
Amendment).
The Agreement was amended on June, 21, 2023 to extend the agreement for an additional two (2)year
period to September 30, 2025 with an adjustment to the bandwidth services (3rd Amendment).
The Agreement was amended on September 20, 2023 to continue an online booking system and
associated cost(4th Amendment).
The Agreement was amended on March 20, 2024 to add a provision for Task Orders for special projects
(5th Amendment).
The Agreement was amended on August 21, 2024 to revised the agreement related to payment for the
online booking system. (6th Amendment).
INSURANCE REQUIRED:
No
CONTRACT/AGREEMENT CHANGES:
N/A
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STAFF RECOMMENDATION: Staff recommends Option 1: As recommended by the TDC-
Approval to issue an RFP for TDC website & digital services, terminate the agreement with Two
Oceans Digital for convenience/without cause, and direct and authorize Kara Franker, CEO of VFK to
oversee transition and website & digital services plan, including procuring domain names as needed.
DOCUMENTATION:
2024-005 Audit of Tourist Development Council Website and Digital Services.pdf
FY2021-FY2023 Two Oceans.pdf
2024 TDC Website RFP DRAFT.pdf
FINANCIAL IMPACT:
The TDC website and digital services under the Two Oceans Agreement are paid from Tourist
Development Tax Revenues. The Financial Impact is unknown at this time.
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Monroe County Clerk of circuit Court & Comptroller
Internal Report
1*0
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V * * AW
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Coot!
Audi t of
Tourist Development Council's
Website and Digital Services
2024-005
500 Whitehead Street, Key West, FL 33040 1 (305) 292-3550 1 Monroe-Clerk.com
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Report 2024-005
October 2024
Monroe County Clerk of Circuit Court & Comptroller
Kevin Madok, CPA
Interim Internal Audit Director
Pain Radloff
Auditor
Cherry Bekaert Advisory, LLC
About Monroe County Clerk's
Internal Audit Department
As part of the Clerk's constitutional responsibilities, the Monroe County Clerk's
Internal Audit Department provides independent, accurate, and timely audits of
Monroe County government's business activities, operations, financial systems, and
internal controls. Internal Audit's audits and consulting services are designed to add
value, increase efficiency of operations, advance accountability, and improve
stewardship of public resources.
Monroe County's Internal Audit Department accepts confidential tips about fraud,
waste, and abuse in Monroe County government or programs through its hotline
(305)292-5760 or at ems://monroe-clerl<-.com/fraud-waste-abuse.
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T�a:, ,aA � � Clerk of the Circuit 0rraarl&0otiaiptroiEer—Monroe County, Hordda
October 15, 2024
The Honorable Mayor Holly Raschein Ms. Diane Schmidt, Chairperson
Monroe County Board of County Commissioners Monroe County Tourist Development Council
102050 Overseas Highway, Suite 234 245 Front Street
Key Largo, FL 33037 Key West, FL 33040
Email: boccdis5@monroecounty-fl.gov Email: diane.schmidt@opalkeywest.com
Dear Mayor Raschein and Chairperson Schmidt:
The Monroe County Clerk's Internal Audit Department is issuing an audit of the Monroe County Tourist
Development Council's (TDC) Website and Digital Services. This audit included a review of the TDC's
website and digital services Agency of Record, Cooke Communications Florida, LLC doing business as
Two Oceans Digital (Two Oceans) for the three-year period October 1, 2020, through September 30, 2023.
The audit focused on the August 19, 2020, agreement between Monroe County and Two Oceans.
Due to the technical nature of the services provided by Two Oceans, Internal Audit contracted with Cherry
Bekaert Advisory, LLC to take the lead in performing the audit fieldwork. The audit reviewed the
reasonableness of the contracted services provided by Two Oceans along with the revenue and related
expenses of this contractual arrangement. The audit identified internal control deficiencies and
opportunities for improvement. In total, the auditors noted thirty findings which are detailed in Cherry
Bekaert's audit report that is included as Appendix I.
The major findings detailed in the audit report included finding issues with the TDC's 2020 competitive
solicitation for website and digital services. Due to the severity of the deficiencies in both the procurement
process and the resulting contractual arrangement, we recommended that the TDC critically evaluate their
arrangement with Two Oceans to determine whether it would be beneficial to either immediately cancel
and re-bid this contract or consider other alternative solutions for website and digital services. We also
recommend the TDC take action to require Two Oceans provide documentation to account for all public
funds being generated through advertising on the TDC website.
If you have any questions, please do not hesitate to contact me.
Sincerely,
Kevin Madok, CPA
Monroe County Clerk of Circuit Court & Comptroller
Cc: Board of County Commissioners
Tourist Development Council
Kara Franker, President and Chief Executive Officer, Tourist Development Council
Bob Shillinger, County Attorney
Christine Hurley, County Administrator
Internal Audit
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
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Table of Contents
Audit of
Tourist Development Council's
Website and Digital Services
Executive Summary..................................................................................... I
TDC's Agency of Record for Website and Digital Services ......................2
Summary of Major Audit Findings .............................................................5
Lack Of Competitive Solicitation Process .................................................................................. 5
Contract Structure and Compensation......................................................................................... 6
LackOf Management Oversight................................................................................................. 7
VendorManagement and Payments............................................................................................ 7
Procurement/Accounts Payable................................................................................................... 7
Appendix L• Cherry Bekaert, LLC Audit Report......................................9
Appendix IL• Monroe County-Two Oceans August 2020 Contract.........44
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Executive Summary
The Monroe County Clerk's Internal Audit Department is issuing an audit of the Monroe County's
Tourist Development Council's (TDC) Website and Digital Services Agency of Record, Cooke
Communications Florida, LLC, (d/b/a Two Oceans Digital, and hereinafter referred to as Two
Oceans). The audit focused on the August 2020 agreement between Monroe County and Two
Oceans including an audit of records,assets, and activities relating to the scope of services detailed
in this agreement. The audited period was fiscal year (FY) 2021 through FY 2023 (October 1,
2020, through September 30, 2023).
Due to the technical nature of the services provided by Two Oceans, Internal Audit contracted
with Cherry Bekaert Advisory, LLC (hereinafter referred to as Cherry Bekaert)to take the lead in
performing the audit fieldwork. The audit reviewed the reasonableness of the contracted services
provided by Two Oceans along with the consideration and the revenue and related expenses of this
contractual arrangement. The audit identified internal control deficiencies and opportunities for
improvement.
Cherry Bekaert's audit report is included as Appendix I. In the following pages, Internal Audit
summarized the audit's findings as well as provided historical context of Two Oceans' contractual
relationship with the TDC.
In total, the auditors noted thirty findings which they categorized under the following five
categories:
• Lack of competitive solicitation process for selecting TDC's Website and Digital Services
Agency of Record.
• The structure and compensation of Two Ocean's contract likely resulted in TDC
significantly overpaying for website and digital services.
• Lack of TDC management oversight and accountability resulted in non-competitive
bidding and bias when selecting Two Oceans to be its Agency of Record.
• Deficiencies in Two Oceans' master contract resulted in an unstructured pre-approval
process for special projects and the lack detail and guidelines in the contract did not ensure
that Two Oceans was leveraging provided resources and avoiding duplicative expenses.
• Regular prepayment of expenditures, incomplete documentation, and lack of proof of
payment to subcontractors.
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TDC's Agency of Record for Website and Digital Services
In the early 1980's, Monroe County recognized the need to market,promote, and manage itself as
a desirable tourist destination by creating the Monroe County Tourist Development Council
(TDC). As allowed by s. 125.0104, F.S., Monroe County began levying a tourist development tax
(also referred to as a bed tax) to financially support the TDC. The tourist development tax is paid
by any person who rents, leases, or lets any living quarters or accommodations in the county for
six months or less. In fiscal year (FY) 2023 (October 1, 2022, through September 30, 2023),
Monroe County recorded collecting almost$61.5 million in tourist development tax earmarked to
support the TDC's operations.
As provided by s. 125.0104(4), F.S., the TDC is an advisory council appointed by the Monroe
County Board of County Commissioners (BOCC). The TDC has nine members who serve
staggered four-year terms. The TDC contracts with a not-for-profit corporation, 3406 North
Roosevelt Boulevard(d/b/a Visit Florida Keys), to operate the TDC's executive office.
The TDC executive office is referred to as the TDC's executive director in Monroe County Code.
As the executive director, Visit Florida Keys serves at the pleasure of and is subject to removal by
the BOCC. Monroe County Code Section 23-199((d) states, "[t]he executive director shall carry
out the policies and programs established by the council and shall be in charge of the day-to-day
operations of those policies and programs."During the audit period,Visit Florida Keys contracted
with an executive manager who was responsible for implementing the TDC's policies and
programs as well as managing the day-to-day operations of TDC.
With the advent of the Internet in the 1990's,the TDC realized the importance of having a presence
on the web to promote the Florida Keys and Key West. To achieve this, in 1995, the TDC entered
into an agreement with a Key West-based company,Global Audience Providers(GAP). This initial
agreement stated that, "For purposes of promoting tourism to the Florida Keys & Key West . . ."
GAP agreed to establish and maintain, ". . . on a free basis (without charge), a World-Wide Web
(WWW) site . . ." Because the FloridaKeys.com and KeyWest.com domain names were not
available, the TDC's website used the domain Fla-Keys.com.
Although the agreement suggested that GAP was not being paid for creating and maintaining
TDC's website, the truth was that GAP was compensated by retaining advertising revenue
generated by the TDC website. There was a provision in this original agreement that stated, "GAP
shall limit the advertising participation to be sold and administered by GAP on the Keys' WWW
site . . . The Keys WWW site will carry approximately a 60 to 40 percent ratio of advertising versus
editorial." Other than this provision,there is no documentation that allowed the TDC to determine
whether the Florida Keys and Key West-related advertising revenue retained by GAP was
reasonable compensation for the services rendered. In addition, what was not stated in the
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agreement, was that GAP also owned the domain names FloridaKeys.com, KeyWest.com and
other domain names with similar derivations (e.g., gaykeywestfl.com, keyscams.com, etc.).
Owning these domain names in addition to managing the TDC's website provided GAP a unique
ability to generate tourist-related advertising revenue beyond the revenue generated from TDC's
website.
During this initial agreement, in February 1999, GAP was sold to Thomson Company. Thomson
Company did business under the alias FloridaKeys.com. Then, in September 2000, Delaware-
based Cooke Communications,LLC purchased Thomson Company. Cooke Communications used
the business alias FloridaKeys.com/KeyWest.com. In August 2018, Cooke Communications
changed their business alias to Two Oceans Digital d/b/a FloridaKeys.com. Finally, in 2021,
Cooke Communications shortened their alias to Two Oceans Digital. Cooke Communications
continues to manage the FloridaKeys.com and KeyWest.com websites in addition to managing
TDC's website. In other words, like GAP, Two Oceans has a unique ability to generate tourist-
related advertising revenue beyond the revenue generated from TDC's website because they could
leverage their control over TDC's website in a way that could also benefit the similar-sounding
website domains that they own.
The initial agreement expanded throughout the years so Two Oceans not only was able to retain
advertising revenue generated by FlaKeys.com but also be paid for special projects. September
2000 was the first agreement between Monroe County and Cooke Communications. In this
agreement, compensation paid to Cooke Communications (referred to as the FIRM below) was
defined as:
COMPENSATION: a. The FIRM shall provide all services and support as listed in the Scope of
Services at no charges to COUNTY or TDC in exchange for the exclusive right of advertising
revenues generated from the website. The TDC 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 TDC.
The FIRM may charge the COUNTY for special projects approved by the TDC or Director outside
the scope of services such as new site enhancements which require the FIRM to pay for the
technology, equipment and production costs needed for use. These special projects shall be paid
for through normal COUNTY purchase order procedures.
In addition to the above, Cooke Communications was paid an annual fee of$15,000 for providing
electronic brochures on the website. In 2005,this annual fee was renamed as an annual bandwidth
fee because it now included downloading videos from the TDC's website. Because of the
expansion to videos and increase in website traffic, the annual fee increased to $35,000.
At their February 2020 meeting, the TDC approved conducting a competitive solicitation seeking
interested contractors to submit a proposal to provide website and digital services to the TDC.
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Only Two Oceans and one other contractor submitted proposals. In June 2020, TDC again
approved Two Oceans as their Website and Digital Services Agency of Record.
The current agreement between Monroe County and Two Oceans was entered into on August 19,
2020 (Appendix II). With the evolution of how entities use and rely on the Internet and social
media to promote and advertise their business,the services provided by Two Oceans has expanded
accordingly. Two Oceans compensation package now includes:
• "Exclusive right to retain all advertising revenues generated from the website."
• ". . . may also charge the County for special projects, approved by the TDC or TDC
Director outside the Scope of Services, including but not limited to [Two Oceans']
attendance at educational or training programs in support of technology advances and
enhancements, new site enhancements, technology, equipment, production, maintenance
costs, webcam placement, and other enhancements."
• Bandwidth service which currently costs $35,000 annually.
• Reimbursable expenditures related to approved special projects including packaging,
shipping, express mail, postage, legal expenses on behalf of the County, and travel
expenses for Two Oceans' personnel.
• Provision for an on-line booking system maintained on TDC's destination website with a
cost not to exceed$64,000/year($40,000/year for Two Oceans' services plus $24,000/year
paid to the on-line booking system software company).
Given Two Oceans almost 30-year relationship with the TDC, it is important to take a historical
look at payments made to this contractor as shown in Table 1. The big unknown is the value of
the advertising revenue retained by Two Oceans. Monroe County and the TDC are unable put a
dollar value on the advertising revenue retained by Two Oceans and Two Oceans was not
forthcoming with this information when it was requested as part of the audit.
Table 1
Fiscal Year Payments To Two Oceans
Special Projects Total Paid
Fiscal On-Line Streaming and To
Year Bandwidth Booking System Web cams Other Costs Two Oceans
FY 2023 $20,000 $40,000 $126,433 $146,627 $333,060
FY 2022 20,000 40,000 126,433 146,627 333,060
FY 2021 20,000 62,000 93,967 71,672 247,639
FY 2020 34,992 - 98,856 51,728 185,576
FY 2019 34,992 - 95,200 114,708 244,900
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Summary of Major Audit Findings
Cherry Bekaert conducted a comprehensive review of TDC's website and digital services and its
relationship with Two Oceans. Cherry Bekaert's full report can be found in Appendix I. As
detailed in the audit report, Cherry Bekaert reported thirty findings that they categorized into five
major areas:
Lack Of Competitive Solicitation Process
As required by Monroe County's Purchasing Policy, TDC conducted the required competitive
solicitation for website and digital services by requesting proposals from interested contractors.
This is also known as a Request For Proposals (RFP) procurement process. The RFP process
requires the TDC to issue an RFP solicitation request that details the TDC's needs, terms, and
conditions for maintaining and managing the TDC's website and digital services. A selection
committee evaluates and then scores each proposal as the method for selecting the firm that best
meets the TDC's needs. Once the committee selects a firm, the committee's recommendation is
first presented to the TDC Board for approval_ If the TDC approves, then the selection committee
is tasked with negotiating a contract with the selected vendor before the recommendation is
presented to the BOCC for approval. After being approved, a formal contract is executed that uses
the detail from the proposal to define the scope of services and the method of compensation.
Cherry Bekaert found that the RFP for digital services failed to foster a competitive environment
and did not comply with the County's purchasing policy.First,the RFP did not create a competitive
environment for potential vendors because its design provided a distinct advantage to the
incumbent vendor, Two Oceans. The posted RFP is the same as the contract for Two Oceans,
giving Two Oceans the ability to leverage their existing submission, while other potential
competitors would need to invest significant time and resources to prepare their bids.
Second, the RFP included a stipulation that all services be provided at no cost in exchange for
advertising revenues. This provision favored the incumbent. Potential vendors were not provided
the detail that provided a price tag on this type of consideration; only the incumbent knew the true
value of this compensation package. Further, no other vendor would possess the other domain
names that would generate tourist-related advertising revenue beyond the revenue generated from
TDC's website which would give Two Oceans a distinct advantage.
Third,the level of detail the RFP required necessitated a significant level of effort on any interested
vendor. Given the complexity TDC expected in a vendor's proposal coupled with the
unconventional compensation structure likely discouraged vendors from submitting a proposal.
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Given that Cherry Bekaert found that TDC's 2020 solicitation for website and digital services did
not promote fair and open competition as required by the BOCC's purchasing policy, we strongly
recommend the TDC critically evaluate their arrangement with Two Oceans to determine
whether it would be beneficial to either immediately cancel and re-bid this contract or consider
other alternative solutions for website and digital services.
Contract Structure and Compensation
During Cherry Bekaert's review, they concluded that the Two Oceans' unchanged compensation
package since 1995 suggests Monroe County and the TDC conducted an insufficient financial
analysis to determine if this compensation structure was in the best interest of the County. As a
result, it is possible that the TDC has been overpaying for its website and digital services.
Two Oceans believes that the current contract structure is fair despite their contracts with other
entities use a more traditional time cost billing arrangement. The exclusive right to retain all
advertising revenue generated from the website is granted to Two Oceans in exchange for
performing support services is unusual payment in exchange for website and digital services.
When Cherry Bekaert asked Two Oceans how much ad revenue was generated for FlaKeys.com,
Two Oceans estimated approximately $600,000 per year. However, it must be stressed that Cherry
Bekaert was unable to verify the accuracy of this estimate; Two Oceans refused to provide the
auditors supporting documentation. Some expert estimates suggest the advertising revenue could
exceed $1.5 million annually. In addition to the ad revenues, the TDC paid Two Oceans
approximately $100,000 per year for special projects and services.
Cherry Bekaert selected eight tourist development councils located in Florida with similar size,
populations, and tourism income to Monroe County. Out of the eight reviewed, six maintained and
developed their websites in-house and, of these six, three had paid advertising on their website.
Further, based on their analysis, Cherry Bekaert was able to conclude that had the TDC paid for
their website and digital services via a time cost billing structure, it is likely the cost would have
been approximately $80,000 to $120,000 per year. Thus, it appears that the TDC may have
significantly over-paid for the services rendered.
Another concerning matter is that any advertising revenue generated from TDC's website should
be accounted for as public funds and reflected as such in the County's accounting records.
However, the contract between the TDC and Two Oceans was not designed to allow for proper
accounting of these public funds. Notwithstanding, the agreement does require each party to have
reasonable and timely access to all books, records, and documents directly pertinent to
performance under the agreement. Therefore, to allow the TDC to perform a proper financial
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analysis of this revenue source, we recommend the TDC require Two Oceans to fully substantiate
all advertising revenue generated by the TDC's website for the last five years. This would require
Two Oceans share with the TDC their income statements and revenue earning reported to the
Internal Revenue Service for this period of time.
Lack Of Management Oversight
The TDC's website is a valuable asset to both the TDC and Monroe County. It is a critical
marketing tool to promote tourism in the Florida Keys. It also can be designed to allow the TDC
to obtain insight into potential visitors. As a result, management oversight is critical to the
website's success. Cherry Bekaert found a lack of oversight and accountability by TDC
management which resulted in non-competitive bidding and bias in the RFP process and the TDC's
contracts.
Vendor Management and Payments
During their review,Cherry Bekaert identified several deficiencies in Two Oceans' master contract
highlighting potential financial losses for the TDC and an unstructured pre-approval process for
projects. The master contract lacked detail and guidelines to ensure that Two Oceans was
leveraging provided resources and avoiding duplicative expenses for special projects.
Furthermore, the TDC committed to paying for certain services without comparing charges and
services with the contract's obligated services,potentially resulting in overpayment or payment for
services included its management of the website.
Cherry Bekaert concluded that the TDC's pre-approval process for special projects lacked
structure and transparency, indicating an absence of contract review and compliance prior to
payment being made to Two Oceans. Two Oceans failed to provide Cherry Bekaert requested
documentation within the allotted time. Further, the audit found that Two Oceans did not comply
with their contractual obligation to provide monthly analytics reports to the TDC. This has led to
a very opaque business relationship.
Procurement/Accounts Payable
As stated previously, Cherry Bekaert found that TDC's RFP for website and digital services did
not meet the County's requirements, revealing discrepancies in project cost allocations and
inconsistencies in procurement and payment processes. These discrepancies highlighted the
overall deficiency in TDC's vendor management policies and procedures.
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TDC's RFP for website and digital services did not meet bidding requirements as only two quotes
were received instead of the required three. TDC also failed to issue purchase orders as required
by the County's purchasing policy. The auditor's testing found Two Oceans:
• Submitted invoices for payment before providing services;
• Submitted incomplete documentation to support services rendered; and
• Failed to provide proof that Two Oceans paid their subcontractors.
The auditors found that the County's purchasing policy does not clearly state who is responsible
for vendor management and how vendor management should be governed. The purchasing policy
does not specifically define who should perform such tasks as vendor risk management
assessments, background searches, verifications, or contract performance monitoring.
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Appendix I
Cherry Bekaert Advisory, LLC
Audit Report on
Monroe County TDC 's
Two Oceans Digital
Website and Digital Services Audit
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Monroe County Tourist
Development Council TDC
'TWO OCEANS DIGITAL WEBSI!TE AND
DIGITAL SERVICES AUC IT
September
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O MEANS DIGITAL WE aITE AND DIGITAL SERVICES AUDIT
TABLE OF CONTENTS
TABLE OF CONTENTS
Introduction ... ......... ......— .....,.».* ..,,...., ......»»......................---.......,. .*.» .......»......2
Execrative Summary.. ............................. ......... .......... ......... ...,..... ......... ..............
DetailedReport .»....,. ..»...,.. ,.»,..,», ....».»». .»»....w. ...»,,.»» ».,,...,» ......... ......... .............»
Satkgrouind ,.». ,.,....». ..»...,.. .»....... ......».. ..,..,,.. ,.....,,» .».».,.., .,...»..» .»»....,. ............w.
objectivesand ope ......... ...0..... ......... .....-.. ......... ......... -......... .......M. ...,..µ......
Approach......». ......... ......... ......... ......... ...a..... ......... ......... .... .... ........» µ......µ......
Fpndlnl s, Recommendations, and Management's Responses....................... ............ 10
Appendix A: (Revenue Comparative Analysis Resuiilts..................................................28
Contacts »,.....,. .»..,...» ..,...»». ,.,.».... ......... .....»... ..,....», .» ...,.. .....,.». .»,»..... ».»»...»....
33
I.
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TWO OCEANS, DIGITAL WE -SITE AND DIGITAL ERV'IAUDIT
li n,,tr c,0 d ti t lo r"%
This report summarizes the results of the internal audit thud Cherry Bekaert Advisory LLC conducted on
Two dceuans D gital(WT4awo Oceans"),the Touuunist Development ouuncdl's(Td C"s'(Agency of Record for
wwedaslte and dngdnl services. The goal, of this, internal audit was, to venfy the reasonableness of
contracted services„ consideration, reveuauue„ and related expenses provided by Two Oceans for the
fiscal years of 2021- 0 .
u uur nntem l audit of Two Oceans identified arid priontnzed risks in accordance with the current
Standards for the Professional Practice of Internal Auudntiung ("the Standards")Issued by the Institute of
InternM Auditors,(11IA)O,
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Background
The TDC is an wadvnsori couuncill appointed by the Monroe County Board of County Commissioners
(BO C),The TDC manages MoI nrn* urnt 's tourism marketing, efforts to assure long-t mi economic
stability resulting from visitor-related revenues. The TTttC pledges to benefit residents and vw sutors by
utilizing those financial comnthhuutnc s to, nmaprove the FloridaKeys' environmental and Community
re'souurces. The touundsm council also prio6 izes enhancing residents"qua lntyu of life and nanralmizdng their
property fixes by safeguarding this health of the couunty's primary nmadUslri,
Monroe County fuuunctions as n 'goverrm body" for the T C. Both are required to comply with the;
f onroe County Purchasing podia The FF for w ehsite and digiUl se aces was issued by Wnroe
County on behalf of the T C. The TD,C completed the vendor evnduuationi and selection process Massed
on the responses received, Monroe County s gnicA the contract w ntlh Two Ocean to provide services to
the TD,C,The T`DC has been responsible for Two Oceans Dgituud"s overall vendor management including
contract governance,vendor perfornxince, uauad vendor payments,
Methodology,Objectives,and Scope'
Our ra1u6t methodology involved three phases: planning,fieldNork,nand reporting, The in-scope caress
were sedectend by Monroe Couuntyy"s Clerk Office,We began by obtuainin,g an understanding of the
Scopeof Services providled by Two Oceans, This 4rvotved conducting interviews quad perfonauunag
wuwrsdkthrouu hs of relevant processes.We then cua raecd out specific and limited)testing of expenditures to
ensure compha nc-e with the tennis and requirements of the duster Contract Mth T ug Additionally we
reviepwwed,the reasouauableness of expenditures charged to special projects and the fees asso6aled
with services provided by Two Oceans,all Mthnn comnph ance of the Master Contract with TDC, Once
we had sssimit atecd raft relevant in°nfomati na and confirmed the results of our tests,we prepared s drift
and finall report for the Clerk,
Table I -In-Scope Areas Reviewed andObjectives
Request for roposual("UP"") l e'vieww the n'ost recent Fl process to ensure it ompked withl'wlunrnrue
Process®'T Couun "s procuirernent poficies,Arad proce.dures.
Scope of Services-Two Obtain an undlerstuauadung of the scope of serwwices provided by Twn Oceans.
Oceans
12
5252
TWO OCEANS DIGITAL WESSITE AND DIGITAL SERVICES AUDIT
Expenditures Compliance- Perform specific anal linvied testing of expenditures for compliance M01 the
Two Oceans terms,and requirern tints,of the Mastef Contract with the TDC
Review reasonabler)ess of expenditures charged to s,pecial projects and the
Special Pr�e ct Expenditures
Two Oceans chi argies related to the services provided by Two Oceans incompliance Mth
the Master Contract with TDC,
Third-party Contract Evaluate the TDC and Two Ocean IMaster Contract to iderjtrfy stre ray, 0is,
Govierriance anid areas of improvement, high-risk areas, and control giaps to detemune the
Adirninistratron-TDC effedveness of thirdTarty contract.Memance and admi6stration,
Perform specific,finlited testing and analysis based onj industry standards and
Revenue Generation-Two best practice guudance related to the ternis and reqUirenvnits of the Master
Oceans Ccmtract for revenue generated from the Trvvo Oceans support services
provided to the TDC
Suniniary, oinclusions,and Findings
During this audit,we and entifiect internal control deficiencies,and opportunities for iniproven-*nt,VvNich
can be implemented to strengthen than TDC's controls related to procurement and third-party
governance.
For this aud'it, nisk was ranked by con6ning tNo factors, 1*elMod, and impact, and b�y operating
effectiveness, Likehhood represents the possibility that a given event MI occur(e,g,,an act of fraud or
a failure to comply with laws or regulations)while rmpact represents the effect of that event occurring
(e,g.,the n-wignihide reptdational hami or financial condition of the TDC), Die Risk Assessment Scale
is dietermiined by assigr*ig a level of significince to the sdentffied risk, ranging from Iow(insignificant)
to high(crifical), Thee Operating Effectiveness Result is derived from, an assessment Of thie design of
existing controls and how w0lthey are mifigating the associated risk, The outcome ranges from Ilow
probability(almost certain to occur)to high probabflity(rarely occiuming),
Rating/Criticality Definitions:
* High-significant internal control'Neakiness exists that nk-iy result in the inabifity to meet the
TDC's business,objecbves anidloir can cause a significzint disruption in business,operationS,
# Medit"i-internal control,weakness may resuft in the kiabifity to nwet the TDC"s WS,Iiness
objectives arid/or can cause disruptioti in business operations.
Low-kiterinaii contro4weakness existsro however,Oars may not result in the inabillity to meet the
TLS's business objectives and/or cause disruption in business operations,
Operating Effectiveness Result Definitions:
• High-internal contro4 Aeakiness existsi however,this may I*effective to avoid significant,btd
ncA all„disruption in business operitions,
• Meditini,-internal rontrol,weakness may cause disruption in business operations
• Low-sigivilcant interrial control weakness exists that may cause a significant disruption in
business operations
— 13 —
5253
TWO OCEANS DIGITAL WEBSITE AND I IGITAL SERVICES AUDIT
During our review,we identified 30 firidings These findings have been ass4gned a irisk rati rig of High,
Mediuni,or Low,as detailed in Table 2, Out of the 30 findmgs, 17 are high ins,k, 12 are inedilum nsk,
and I is law risk.
Table 2-Current Pin din Risk Rating Map by Area Reviewed
MEDIV M MEWUM
RFP Process-TDC 6 3 0 01 4 5
Scope of Services,-Two Oceans 0 6 0 0 0 6
Expenditures(Dornpliance-Two 2 1 0 01 1 2
Oceans
Special Project Expe-Tvditures-Two 2 1 0 0 1 2
Oceans
Third-party Contract Governance 4 1 10 0 1 4
ainmJ Administration-TDC
Revenue Generation- Two Ocearns 3 0 1 0 1 3
Five Major Findings,
ChienrV,Bekaerfs comprehensive revielov identified five rnajor areas highliqlfiting sigiiificzint issues
within Monroe County's digital serv6ces procurement arid rnanaqeinient processes,These areas
enconipass all the findings from the audit and are,sumnladzed below,
RFP1 Process
Dunrig our re Zvi ew,we identified that the Request for IProposall(RFP)for digital services posted by
Monroe COUnty on behalf of the TDC frail to,foster a,competitive environment arid failed to adhere
coniphance to the procurenrvent policies.The RFP for digital services posted by Monroe County c"i
behalf of the TDC did not create a competitive environment for Potential vendors as requirect by
Monroe County Purchasing Policy,as it provided a distincl advantage to the incumbent vendor, Two
Oceans, The RFP posted is the same as the contract for Two Oceans,giving them the abi�libi to
lev ra,gle their exisfing submission, Aliflie othie r competitors would n dl to invest sicjnjficant fir)-*and
resources to prepare their bids.'W hill e the RFP:n*t rninimurn indiustry standards,the mCIUSion Of
unnecessary requiren*units such as local vendor preference for digilit services that can be executed
remotely also limited the pool of prospective vendors, The incWsion of a requirement for no-cost
services in exchange for adveirtsing revenues further restricted the pool of potential completitors, IDue
to the complexity of providing RFP responses,and!the unconventional compensatuon package,this
may have resulted in a reduclion of potential ripp4icants,
Procurement/Accoitnts Payables
During our review, we rden tofu ed that the FY2'l RFP for digital services did not mar the necessary
requirements,revealing discrepancies iin project cost allocations and inconsistencies in,proc cure nwrit
and payment processes,. These disc irepanicies highlighted,the overall defi6ency in vendor
management policies and procedures, The FY21 RFP'for digil;al services project did not meet bidding
requirements as o6ly Nwo quotes were received instead of the required three.There was also
4
— 14 -
5254
TWC1 OCEANS DIGITAL WEB,SITE AND DIGhTAL SERVICES AUDIT
confusion regarding the projlect cost,as the BOCC and TDC had different amounts, arid costs Were
split to move the contract to a lower threshold.Purchase Order requirements,for procurements
exceeding$5,0001.01 were rmt consistently implemented before the tenure of the OMB Assistant
Director and Director of Purchasing biA are now benng foflowed. Payment-retated viotations,'Vere
found in the testing of invoices,including prepayment expenditures,incomplete documentation, and
lack of proof of payn*nt to subcontractors. The mTent procurenx-nt policies lack claritly on,third-party
managment, indicating a gap in vendor n-kinagenient iresponnsitnnnnty and govemance over third-party
management
Contract Struchwe and Compensation
During our review,,we identified that Two Oceans Digital's unchanged compensation package since,
1995SUggests insuffi6ent financial analysis Iby Monroe County. This led the TDC to potpinfiaily
overpay vendor costs,The compensation package for Two Oceans Digiital has remained the same
since the beginNng of their association with TDC in 11995,in6cating a lack of finandM analysis to
deternime the TDC�'s current needs,, Two Oceans b6eves that the current contract structure is fair,,
bLA their other contracts use a time cost biffing structure rather thana trade -out compensation
structure The exclusive right to reta4i aH advertising revenue generated from,thewebsite is granted to
Two Oceans in exchiange for performing support services, Mth Two Oceans report ngi act revenue of
approxin,mlely$600,000 per year which is unvenfiable based on available d ata. In addition a!to the ad
revenues,the TDC paid Two OcRans approxinvitely$100,000 per year for special projects and
services.Men conipared to,tine cost of obUirmg these services from another vendor,we deterniined
the expense to be approximately$801,000 to$1201,000 per year.Thus,it appears that the TDC
significantly over-paid for the services rendered.
Vendor Managetnent and Payments
Duriryg our review, we,identified several deficiencies in,the Master Contract between Two Oceans
Digital and Monroe County cm,behalf of the TDC, highlighting potential financial losses and an
unstructured pre-approval process for projects Our review of the Master Contract between Two
Oceans,Digital and Mortroe County on behalf of the TDC revealed several deficiencies and potential
financial tosses for the TDC.The,cotitract lacked detail!arid guidelines to ensure that Two Oceans
was leveraging provided resources and avoiding duplicative expenses for special projects
Furthern-ore„the TDC committed to pa nig for certa6i serviceswithout comparing charges and
services witb the contract's obligated services, potenbafly resulting in overpayment or payment for
services included ki the trade-out.The pre-approval process for special projects lacked structure and
transparency, indicating a lack of contract review and compliance,pnor to payment release to venclors,
Two Oceans failed to provide requiested dmimentation wrthin the allotted firne,and did not comply
m0i the contractual obligation to Provide montlity analylics reports,
Governance and Civeirsilght
Durn-kq our review, we identified that the TDC's absence of key personnel has led to non-competitive
bidding mid biased RFla evaluations and selections,~Mlle other TDCs oftffli handlevveb development
in-house or through third partes, Monroe Countys approach of relinquishing all advertising revenue is
unique and patentially disadvantageous. Our review of the Master Contract revealed that the
amership of the website and As contents,b0ongs,to Monroe County despite Two Oceans being
responsible for designing,developing, programming,maintaining,and hosting the website,The lack of
aversig let and accountability of Managenwn't has,resulted in non-competitive bidding and bias 0ij the
RFP process and TDC contracts, The website shodd Ibe capitalized following GASB 94,although it is
not clear if it wis capitalized Mien,created, Fora compartson review, we selected eight TDCs located
in Hodida^w ith,similair size, populations,and tourism mcorne to Monroe County,Wee found that other
— 15 —
5255
TWO OCEANS DIGITAL WESSITE AND DIGITAL SERVICES AUDIT
simidar TDCs have uV d a ftrd party to develop theirwebsite. Out of the eght TDCs,reviewed,six
mamire tainedand developed their websites in-house.,with,three of them having paid for advert*ing, No
other TDC,appeared try giVe Lip all advertivig revenue generated to develop and maintain their sde.
Additional infomiation on the Nndiriigs, reconinwndations,and management's rp—spomes,asivefl as
process mprovement recommendations,are embeddedi within the detailed sectilon of the reporl,for
each area reviewed.
fc,±P!�2L)qsaNJ�RLP"LI rq ss,-TDC
3-, Emen(fituies CorAmflance-Two Oceans
4.-JgqcrpLerc� ct f: q nclitt est-Twq (Lean O §
L�L_ X4jeL_ r !__ _
5: 'Thir(IPa CotitraictGoveri�i�ai�'icleaiiitlAdiiyiiiiistr4itio�iiii-TDC
..... ....................................................................
Revienule Genetation- 'Two Oceimnis
..............
We appredate the cooperation midil assistance taro odedil by Cowity aiid TDC staff
Very1mly yours,
Cherry Bekaert Advisoty LLC
6
— 16 -
5256
O OCEANS DIGITAL WE SATE AND, DIGITAL SERVICES AUDIT
mef 2w1.a Iled Report
Background
The TDC is an advisory council appointed by the the Monroe Ccmnunty Board of County Commissioners
QEOC ;j. The TCt^tom nnartiges Monroe Couanty's tourism marketing efforts to assure Icurng-term economic
stability r snadtinrdl from,visitor-r lale d revenues.'Fl,ie TX contracts°wmrmth 3406,North Roosevelt
Boulevard C orporalion dlilnwma`ww''isnit Florida Keys(V'FK)d registered as a,.Florida non-profit cofporati n
but not a tax-exempt organization,to o,perate than T'ElrC„s exeCUtive suffice. The TDC Board is
responsible for the oversight of the VF'K and management of the budgeting of the fmunids and mission
of the organization. The VFK staff approve vendor inv6ces,submitted, and the IMon�roe County Clerks
Office issues, the payment to,the vendor,
T,wwl Oceans Di iLM is contracted with Monroe County, Elornrdz-a('Co uunt '')to provide d r t ssionll
web,site and digital services to tiara TDC The County acts as the contract hrutd r,while the TDC is tta
organization receiving the services since l995,The wa6ginal vendor was Global Audience Praviders,
which was then purchased by Cooke ConInnmunications dba Two Oceans Digital in 2000,
wish urtiv s and S op
Effective and efficient inemad contrculs and hsk nianagernent strategies,grows the Board of County
Commissioners greater assurance that the TDC can achieve its mission„goals„ and ambjec fives The
objective of tivs,internal audit report is to srWmnnnnan e the audit,or"test of controls,,'to venf°the,
reasonableness of contracted services, rev'enrue and related expenses for the services provided by
Two, Iceains.
This engagement incluud d the testing of six objectives.
Table 3-Objectives
d RIr P Process, -T Rev4iN the recast recentdel=l rocess to ensure it comphed,with Monroe
Cot "s procurement ooliciles and rocednres,
, Scope of Services-Two Obtain an understanding of the scope of services provided by Two Oceans,
Oceans.
Expenditures Co mpliance Fie omrrma specific and lunnated testng of expenditures for caannfmluance with the
Two Oceans terms and requirements of the Master t u rnlract vAthi the TDC,
Special Project Review reasonableness of expenditures charged to special projects and the
Expenditures-Two, charges related to the serviices provided by Two,laeains in co nnptiance with
Oceans the Master Contract vriith TDC,
5. Third-party Contract Ewraluiate the TDC and Two Oceans Master Contract,to iideiit6 strengths,
Governance and areas of improvement„high-risk areas,and control gaps to cdetennnunae the
Administration-TDC effectiiveuness of third- a caauntrwact 2vennance and administration,
d erforrn specific,linnrted testing and analysis based can indUstry standards and
6. Revenue Generation- best practice guidance related to the ternnis and requirements of the Master
Two Oceans Contract for revenue generated fro,nn the Two Oceans!SUPPOrt services
provided to the TD,C,.
71
17
5257
O OCEANS, DIGITAL WES ITE AND DIGITAL SERVICES AUDiIT
Approach
Cherry IBekaert used an i ndustri standard aapproach in padonnmurug the rrat rnM audit that considered, the.
key strategic„ operational, campliarmce.r financial and rather risks associated with toanriist development,
The internal audit was conducted d in three p:rhas &
Phase tM Planning
Q.)ndi.uct d project initiation tasks,including confirrmmurug the scope,objectives, schedule and
held a kick-off inieetingwith key stakeholders
Phrase a Fieldwork
ork
rw Re w ewwad prior audits, policies arch procedures,and other relevant d'cacuurmm rntabon and
conducted'iirmt rhewws with Managernent to,understand the current state and iden�tify arrears of
risk.
Perfcurrmm d internal ccnrmtroi testing and arroa lys^ for eachi a,uldit ol>je t v ,
Developed preliminary findings, recommendations,and improvertient opportunities.
Conducted inquura s and rather fmulluaww up activities with Management to~!validate preliminary
irndlirmgs,r cormmia-radaations„and improvernent opportunities.
Phase, ': Reporting
0 Prepared draft findinigs and recommendations and validated with Management.
ment..
is Prepared and issued a final repod
The iintemai audit tested' and evaluated nrnh r iumt and residual rmsks based on the ap rali aural
effectiveness of internal controls, Our rrethodology ivaclaades the idamatifica6on of inmt rraal controls, as
,bell as an ewalauaticrra of the desa,gan of internal controls Inherent risks may be a result of the nmataure of a
functional area or due to the absence of irnmpleummented internal controls, Residual risk results ftuarn the
remaining eurpos"re after ramarnagerament has developed a risk response and irampleraaent d interraall
controls,
If an organization has, more controls in palace that direct,, prevent, detect„ arid!correct errors, them the
overall control envirrararament would he more inmatUr .The goat is to,effectively manage the risks through
the urnpllerraentatnrarm of a system of rrmterrmaal controls that helps to ensue that errors, irreguullanties,and
fraaud are less likely to occur or go undetected, there are'four types of nmaterrmal controls that shraaulld be
considered when conducting an iumtenial audit i
Directive—Contr l's that ar tarot employee behavior designed to ensure a parrlxA,alar outcome
is achieved), Examples include Oiicaes or procedures,
Preventive The steps taken,before an,emergency,loss,or paroble nt OCcurars They are
designed to limit the possibility of an undesirable outcon'te being,realized.Exarralpllaas include
segregation of duties,loi icaN access controls and training,
Detective_The control!,techranrprues;fair eady discovery of problems and to quickly correrA
errors or exceptions after occurring.They are designed to Wieritify occasions of undesirable
otdcorames hawning been realized Examples, include reconciliations and incident alerting,
s
18
5258
TWO OCEANS DIGITAL WESSIITE AND DIGITAL SERVICES AUIDIT
Corrective-Controls designed to correct a realized,undesirable outcome and:to provide
recourse to achieve recoveny aqa6sl the loss or damage. Examples include backups or
corrective action plans..
Table 4-Uketihood and Impact Ratings
Men considening the ns,k rafings for fikelihood and impact, we considered the factors outlined iin tfue-
table below,
lmn*diate and high degree of
vulinerabilfty such that it is ciritica,l that the
risk be nianaged and controlled in order
for this area to achieve its objectives, If If an event occurs,the financial
dy not prope contrcA wouM led,that area cotild ramifications be severe
have asenous,long-term,or detrimental and/or operations would stiffer long!
effect on operations, intern al controls standixg consequences.
and the achievenient or organizational
7
goals amid:obleclives.
Rsk present should be addressed and
controlled but the probability is not is
severe as definedl above, If not properly Indicates that the,resuilifing
controtled,the area could,have somile conseqUellcies of an event would be
d1uni, impact on,operations and internal Modhairi negative and must be managed but
controls,but achievement of would not have a substantial effect
organizational goals and objectives Ml on finance or on-going operabcos.
stilt be nipt.
............... I
T threat of aserious event occurring is Indicates that the event occurfing
either non-existent or remote The area would have little or nio inipact
should b�e managed but the level of nsk financially or operationaHy,
response is limited. In
TaUle 5-Operating Effectiveness Result Ratings
When considering the operating effectiveness, of a control, we deteim ned whether the control is
operating as designed aind v"ther the person peffom,ing the control possesses the necies&,3ry
authonty and competence to perforiii the control effectively,
Prl,'ie control is operating as desigined and is being executed effective1ly by the perwn
r,esponsiibile,for peirfornvnig it. This rating provides ai h ghi level of assurance Itiat the control
wjj� revent or detect niatenial misstatements in the financiM statements
The control is operating as desqied,but there,are some weakriesses in tf*execution of
the control that may reduce its effecbveness, This rating provides a moderate level of
MedhM, assurance,that the control will prevent or detect rnate6al mosstaternents in the financial
statenrents,
Whe control is,niot operating as,dessgned or is,not being executed effectivety,which,niezins
It .1 alnissUtements,could occur in the financial statements
_t
I t there is a high 6s,k diat niateri,
ij
Th s rating provides a low level of assurance that the control will:prevent or detect material
n statements in the financial statements
— 19 -
5259
15
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5277
TWO OCEANS DIGITAL W'ESSITE AND DIGI,TAL SERVICES AUD1T
A1ppe!n,,:1:I;,,v,', A R eve Air�,aIlysGs Resulfts
Two 0geans_Advertising Revenue,,
This graph shows,the revenue earned by Two Oceans for the three differenit revenue stream
(Banners,Aidviertis4iq Links,Remarketing) As reported by Two Oceans,the revenue has increas,ed
each of the last three years,We were not able to vafidate the accuracy of the revenue reported by
Two Oceans;it is possible the revenue exceeded the reported arnount
R eve ra.,ie
F Y I I 00,'V10,9/110121 F 1(21 1 0j 1,21 V W 2 2 f" 3�10'd'1/21 9/310/23�
sm!E',��'driners InAdvev0s ngunk," mRernailketmg
1 2S
— 38 —
5278
TWO OCEANS DIGITAL WESSITE AND DIGITAL SERVICES AUDIT
Corug atrison of Mqrkgtiiuj AMIly0l ;
This graph illustrates ai companson,of the website development and marketing services sirridarty
offered by Two 01ceans by three competing marketing firms,
Corn,',�qi, u�rislon of Agencies
I fill,(00,C0
IAA(X'V,)CO)
C0
100,0(1-lu Ce
SBC000,00
ND
twWo,w Dile"yrW F,ullcku,,,,vorkpong zon"neqn1am Agency"
ag M,,tsite Desqn a
"Zimmerman,Agency qUoted price is 6 response to the RFP'which states they would also receive
exclusive rights to this Ad Revenue,
29
— 39 -
5279
'TWO O�CEANS DIGITAL WESSITE AND DIGITAL SERVICES AUDIT
1;jLe�daWro�ject ExXmses.
Pus graph fllustrates the expenses for each special project year over year. The next graph iflustraties
the total expenses for speciM projects by year.
ttaM
a Barv�,Iw%dth for 1"I"ow V�10a cis
NO,%,
oi:*rdingi�lgr aml mswaRmg
Kx),Sk!,04,xUon, rnov�kormlg
,mK(Spvr,W rlm�e(,t-Key� V'�,mcps Rede��gn
MW 1,pe�.JAq Pr K'ey Lvnf,� s.advny
Cw,�jbas4� aak",
...............
w SPO.UM pruhea, "'1023 websille Re�budid
M Srpeo,&h cinkrie Vow-5tiwanon
Sys,wn,DeveWliment
De,miam Renew&
10%
01401,
Pi Z I F),.12 IFY 2 3
30
— 40 -
5280
TWO OCEANS DIGITAL WESSITE AND DIGITAL SERVICE.; AUDIT
, lraN Pa n" r t'l ur by"'r eac
Ths,graph d1ustrates,the special project expenses,paid by the Ti is for each year and the revenue
reported on Two Oceans Income Statements for the respective years The special project expenses
have dramatically imreased in fiscal l year 2023,.
, d
�u� rl k�C IP� 1`)it Ie���.t �4.x 1,") ,"E aU3 y' Ala� ie�' r,
516 69c
~u
00
n�W
m I D r0l 00
F 100 w'd'.110"'.°,p 0, 1." 04 m000��"' a°i'i d,r r 4
9d�rT.rilvL,ri;� f' �4yP,ixn�,dDdd w uum wwwwwwwWwOV ' 7w�f. Ivk �e'T
wi,.2I0X ),(
1. 2
Ttl T416 Pal rxQxeUU.ve^,P 'P'V'k`P,�ect rSepolld(db;,Td✓V7r
'The revenue reported by Two Oceans includes account 39420 TD:Special Projects and ' 465
Lodging Reservations,
1.
41
5281
TWO OCEA INS DIGIT L SITE AN D DI GITAL SER VICES AUDIT
Three Future State Scenarios:
This chairt illustrates thie three Potential future state scenarios,The first scenario would be to confinue
outsourcingthe sermces to Two Oceans, The sec nano wouid be to outsouirce the services to
aniotheir company as d the County/TDC retains the ad revenue, Finally,the third scenario would be to
pirovildle the services in-house wNch w ouuldl require h6rig speciallized staff and retaining the ad
revenue.
T, FLIh.n,,e State Sceiriar`ios
'sscq,om
�6 01"),GOO,CK)
DO
Rx%e,'vx,ou
Outsourced t Gutsourced to New Services Provided In-
Oceans Coimpainy(2) fiouse(3)
=10
.........................................................................................................................................................
10 k o'it ImAdRevenue mPiofit
(1)Loss indUdes the lost opportunity cost of ad reveme°Mth this scenario, Scenario cal cuiated°Mth
retaTuned ad irevenue (2)RUckus Marketing is used as this was the highest quote obtained,
(3)Scenano calculatied wth retained ad revenue,
32
— 42 -
5282
TWO OCEANS DIGITAL° "ESSITE AND DIGITAL SERVICES AUDIT
("µ4;iur(a c is
Denise Lippuner, Partner
Tiffany McCoy, Mona � ar
fi�ff lMny ny I gb ray ur
acli3O Drishinski Senio r Assmiate
mc,bed—cImrn�w �
Chris Leffiler,Senior Associate
33
43
5283
Appendix II
Current Contract Between
Monroe County
And
Two Oceans Digital
44
5284
NGFREEMENT
°f'ffl a Crlwff,'Fh f 'r( reerrmnerrt),niade and entered into this this 191b,i edeny C
2020,AM,,by and fxtwcen Monroe nroe County,Florida,(hercirnarfter,called the County),arid Cooke
er
"erarnrannrurnicaretiomas Florida,LLC d/b/aw Two 0ceawas Digital(lnereimnanfter c� lted the Contractor),
INTIf'i' f,AS,a Request for C'ompttitive fwarlicitartieamns for the t DC w ebsite was issued on
March 2�,2020; and
W111:'R171A i„ (,(,)it tractor is rcccnrnrmtncrndcd by the, scicctianrr t'omnnrnnittee tan be awarded tine
Agreement atrd is ert erwwisc qualified to provide profcssietraaal wwehsite and di it l se,rvtees wwinich
includes co nustmltinn,and technological advice roiating to tine"f'awaurist Development C`ou ncil("f i)O
wwclnsite,and
Wi lf.l EAS, tire, TDC" wwefrsite is an vital component to the promotion n of tourism in the
Florida Keys,and
"i ft;°if~fEA ,the°l°l. C,an aadvi. mry board to the w`o unt 's Board of"f'aaaamnly Commissioners
ners
f 13 CC,t has recommended to C`enarrrny° that an agree netts for wwe sitc and digital provider services
he entered into wwith Co ntmaactor,and
NOW w l flER,F,`F( RE, in, consideration of' the mutual covenants contained hereirn, t1 �
parties agree as fen owws
f. )e r : `fire°terrmrn of Ihiis Agreettrent is tewr ar period,of threw f;a't years hepfanrnirnp„(tcteaher 1,
2020 and expiring on Septernnlacr 30, 2021 The Courtly shall haavc an atfptiermt to enttentd the
, r ewennnetnt finr one additional two(2)year period.
2 r
� �? � er"fg.°* e ," rntrete"nr°shall rack l " bwilar and
for the Nletrnrena Cerrratty °1 DC as dese°rilted bcloww.
a) I.ttis Agrecnnaernt is at Professional Services Afurecrrnettt with the
expectation that principal persenrnancl will be pA":rf'a:,nrrtni np tire services, A list of tine
principal perhsarruierl will bne given to the TDC: for their record, and, the "D'DC," shall h
in(brnted of"any chanm es in]"DC Senior Account l'xe�ctmrivew(s) jvsitiaaruf,.sf.
h') n least eaanc Senior r Account Executive shall rmaeet;with the l'w'o nroe Cara racy ! X art all
regularly scheduled meetings rafthc]'DC Board and al any other times as directed by the
,i,.DC;
cl The C onttaaaatetr ,^apret s to assign ar Senior Account Executive Who will deVcatc such tiantc
aamnef effort as necessary to, the account on ar priority basis, including full tirnae and
errncrpcttcy„ ;siitnranticrtn,s when required, Duties of tine Senior Account fr.aaecrative or
Cho ntramctenr's atssi racd repre emntantiviv will irtclude contact as required with the C hatimurrt
of the f°f}C" and "f DC" Marketing Director or other designees. Other duties include
Wiebsite and INSJ at'sarvae^;r.s Agreernmi FY 202r:n
Two Oceans tnz ar°a9
IDIN 2455
45
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Cot nst dtat ion's "'ifli, FDC' sUff', "I'DC AdvisoD, Cornivitices ftorn the five districts and
Urnbreffit Comnnttees within the Florida Keys as directed by theTF)C;and;Uuticiputiort
and coordination of other related arcas, of tourism develolmnent as it relates to the
developtnent of art effeclive websile and digital servicvs prograrn to the TDC%
d) Key Personnel will, also include as Search Engine Optimization (SEO) Specialist to
maimain current SEO standards, and as Search F.ngine Marketing (SEMI) Specialist to
maintain current paid search tcchnicjuc and keep abreast ofand iniplement opportunities
as they arisc,
3, The Contractor agrees to the follo win gwrvlces:
The Contractor shall design, develop, progiam, nuintain and host the vvchsite for the
Counly on behalf oftheTDC,who reuvins all approvals,
b), "I'lic sile shall he coniptiol"llett'sive including as hormpage, TDC district coment, special
('1111brella Sections, places to stay, llongs to dam atrial see, as calendar of events which can
K,,,sortable by thitc,location or event category,an accomrnodaticpns scarch,trattspomention
infiontlation, Ivews ssones, cusergency/crisis marragemeril situation changes, electronic
brochures,videos,live cmns,sockil media connect ftinctionality and other site categories
which may require regular updating as deemed appropriate lor marketing purposes by,
thc'FDC. 'rhc site niusl be created in resrx',rnsive design or officr best pracsices Ibr those
visitors on nx,+Hc and tablet devices,
Other', ebsitc and digital scrvicc f6turcs and responsibil i ties incbutic�
• Website adherence to WCAG 2.0 AA or greater accessibi lily standards to
maintAin ADA compliance,including,regularly updating than websiie*s
Aocm. ibility Statement
• Imeractive Maps
• A,search mica lutni sni for shwa mtditam
• Intcgrated social media icons linked to the corresponding TDC social platfomis
• Website language translation capabilities
• AsTLXMarkefing I'lansevolve,collaboration with other agencies of record and
the DC;Marketing Director to mate new site secfions or eniphasis of thetnes
• NWntairdng versions of the wcbsitc in foreign languages as directed by TDC
Marketing Dirwor and,on each respective country's,"Top-1cvc)I)omain
• In con,juneflon with the social nredia team,oplimi zing social plalfortn graphics,
creating cussom FacctxK)k tabs,and consulting as needed on social optirnizarion
observations
0 The Contractor agrees to provide Nveb hosting via a dcdicatcd web server and database
server not shared with an), other enthics,
(1) 1110 Contractor agrees to provido, an Integrated C,ontent Dclimy Network (CDN) for
ad,vanccd,socurily and putontuance,
Wd'nke ard Ngiud St-rvives Agrcmnem FY 2020
Two Occalls DigiW
IM 2455
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& The Contractor agrees to provide a high-availabibty firewall with 24/7 ino
mtormg,
The Contractor Aufll guarantee service uptirne at more ifurn W,46 except a�s excused by
the conditions of die Uncontrollable Orcummatices paragraph of this Agreement.
g) The Contractor agrees to iderild'y and fumish safeguards and backups located in different
geographical areas to protect clectmmic data and progniniming from both natural aml,
nianmadc disasicrs loprovide confinuOus,unimerrupted qcrvim
h) The Contractor agrees,to host c-mail 1br thcT DC Staff and agencies of record aq deemed
necessa Itie e ry. -jmiii accounisshould have as wcb-bascd conirwirent that can I)e accessed
fronii anywhcre, The o-nijail should lwve premium vinis and spain protection,
i) flic Contractor must hoc available to,niect with I)istrici Advisory(,,,ommittees, Uinbrella
Con,iminces, inarkciing agencies of record, TDC! Board, and TDC staff at regWar SCL
Tmelings,or kqxnrcqucsl.
flic Contractor agrees that the TDC will have editorial conin'd and approval of the
%whsitc,sand ull coments.
k) The(,"a ntraefor agrees thar the TDC,a,long with its agencies of'record,have the right to
provide input on the design and,creative content of the, site, This shall tv done by the
C,on1rac1x,)r upon approval and direction by lfieTDC Marketing Director.
1) The(,,oniractor shall maintain reakinic,live w6cams,on the TDC wcbsitc as different
locations or events in Monroe County as niumally agreed by all,pailim
In) f hey ontrictor shall hirnish the sclup and the capability, to download any of the TDC
promotional collateral products as onfine electronic fulfillnient These should he in
Poriabic Dmument Formal(11M),and the Contractor shall provide a monthly report on
the munber ofdownloads ofeach catlegory,
n) 'I'lic Contrackor shall fianish the w 1up and capiibility 10 ticveh:P travel trade fulfilltnern,
such as travel agerm request forins arid meming phumer's Request flog Prop4mal (RFP)
four ns to he sent electronically.
o,) Thic Conlractor shall furrusih a list,server service to capture c-mail addresses,for Monroe
Count), TDC proinotional and cornmunicalion, needs. The TDC will own the mnafl
addresses for dicir exclusivc use only. In addifion,contractor will nianitain an Alert e-
znaO m3bs'eripsion and rnanagemient fist, qw6fically fbr communicating, to locM area
businems and other tourism nnerested stakeholders rcgamfing itmportant,,finie-sensitivc
niatters,
p), 1"he Contractor shall implemcni the latcst search engine optimization(Sl"10)practiches to
ensure prominent organic search engine rankings,
Wcbsiac and Digk�,fli Savior Agrccirent FY 2020
1'%vo Occan"Ngi,W,
ID9 2455
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q) The Contracior shuH furnish nionthly rMnIs to the TDC, which track site conversions
and other Key Performance Indicators (KPIs) in addiflon, to common analyfical data
including:the number of user sessions(new and returning),page views,average session
duration, native languages, gwgraphic origirN, sourec and meditun ol traffic, most
rcclucssed pages, lop referring LJRLs, device types, and other retluested I DC rvwarch
aSSICSSITIent cal`services reivrts, I.he report nuixtbers may be-audiled and verified by an
independent entity'.
r) The Contractor shall have the right to create Nv6sites, internet ads or other fortias of
digital nuirkefing t6r tourisrn industry partners and charge tbe industry for those as
The Contractor agrees to have dedicated s4iles stafflo adequately cover all ot'Monroe
C'ounty in,equal nrarketing sales distribution e6ta)r1s,
s) "I'he Cortiractor shall implement as custoin, password-prolected Content Managentent
Systom (('VS)
VS) (o be utilized by the Contractor' TD d T D C Marketing Director, anC
marketitig agcticics of'record, 'I his CNIS will provide for adininistrafivc capabilities to
indcIvndvaly uIxIate site content such as news, events ealenolar, videos-of-lbe-week,
niecting agenda upload and finking functionality,special environmental content,or other
dynamic pages ws necdcd. "The(I MS must also provide Websilc Alerts fusictioriality,
with text and links tor ahldrfional infi,,srTnation and rcsourcesre
1) ThcContractor shall niainlain acustoin App in both iOS and Android versions NN ith Push
N oti fi c at i on capabi I i I ics.
u), The TDC' shall have the sole and exclusive right to floc authorization of vales,
Inerchandising, reservation system, or any niode of reventw-producing prograrn, which
awhorizadon sluill be established through glaidehnes appmwed by the TDCas shown in
E,diibil A,
V) The TDC agrees that the artwork,cclitorial, and photographic material, to be commonly
known as'data'colletted or prepared by flie TD('I',and co wd for its ntmc agencies,w be,ill
relcasc(Ito the Contractor at no charge for use"'Aflely on the offi6al website arid other
digiml sicrvlces,unless protected by copyrights or exclusivc-useagrcerneiv,
w;t 'Ilse'JI)C shall have the nubility for the TIXI Web Edkoy to trianage free listings ()it the
website in tourisin categorics approved by IheTDC,
4 C.ommisil-linf-I:
a) The Contractor shall provide all services and support as lasted in the Scope Of Services at
no Charge, to Onutty or TDC in exchange for the exclusive rigbt to retain all adverfising
revenues generated frorn the websile, The TDC shafl,have the right to place sponsorship,
partnership and TDC dcaguw signature(s) on the site, 'fhe to signalure(s) will be in a
mutually agreed ulvn lon-nat and location and will beat no oast to the'l DC. In addition
to the corripensation for handwidthwsrvice ouffined in paragraph(b),below,the Contractor
may also charge the C'(suntyfor spe6al prqjects,approved by the I'M or IDC Marketing
WdOre,anid DigkM Svviccs Agrermcni VY 2020
T%vo Oceans Dig i I a I
$D#2455
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Director, 4,naside the Scope of Services, including bta noi limited to Contractor's
attendance at educational or training, programs in stfpfx,art of technology advanevs and
enhancements, ncmi site cnhancertients, technology, equiprnent, production, inafirtmance
costs, wchcam placcrueni, air(] other enhan,milents, fliese qwcial pr(npects shall he paid
for thrcmgh purchase order procedures in ainounts the total of which shall not to exceed
the budgeted fiscal year line iterm
1!,)) Randwidlh Service-'['Ile C ontractor Avill k-paid on an,annual basis,a fee for the service
providing clectronic maiketing collateral and downloading of vidc(!).s firom tile wchsitc.
These dtmnloads are cxlecctcd lo average over 15 tcrabyws ofbandwidlh Iranster per year
with great spike fluctuations occurring with certain events or news, Contractor shall have
enough bandwidth capaicily to handle (his ak,cragc load in addition to having inintediate
access to additional ha ndwidth capacity as such pvuk trim or event.,;diciatc. The annual
cost fbr this service will be$20 00 which shall lx, �paid in eleven(I l monthly pay'nrents
of S1,6f,56,66 and one(1) payinent of'$1,666.74. Upon aillproval to mriciw an rsplion to
extend this Agreement for an additional lwo(2i year period,tile annual cost and service may
be adjusted. Monrcle County's performance and obligation ton pay under this Agreement is
Contingent upon an annual approlviation by the B(C'C,
c:) Adverlishigsales gmdelincs are established within Exhibit A,
d) Rcirnbummbllc UNperiditures: 'I'lic Comity %ill rcintburse the Contractor for all: approved
expenditures and payrmnts made on thc Courity's behalf for approved special projects,as
oluffined in paragraph, (a), suNect to state and Counly rules and regulations, Packaging,
Shipping, express Inad, Postage, legal exIvlises on behalf'o(County, and tnivel expense
for Contracuir's perscurmicl shall be considcred reimbursable eximises,subject to County's
approval, Travel expenses of approved, persorincl on behalt'oaf"the bushim, of the TDC
shall be conipensated at the rates established by Florida law and County poficy,
5, "'sm ...o ..�:qndiliqns: The Contractor hereby, agrees to carefully., &s;qp!
examine the Scope of Services and assunics frill msponsi hill i(y lheriefbrc. Under no circumstarlocs,
conditions orsnuatiorts shall IMs Agreentent be, rnore strongly construed against the County thin
against the Contractor"
a) Any ambiguity, or uncei-tainty in the Scope of Services shall be interpreted and construed
by the County,and the County's decision shall fv final and binding upon all parties,
b) passing,apprmal andfor acceptance by the C ounty,of,any oat"the scrviccs fumished by
the Contractor shall not operate as a waiver by the Courny of strict compliance with the
terms of this Agreement, Faillure on the part of the Contractor, intmediately after Notice
to Correct as deraull,shall entitle the County, if it sees fit, to corTect the same and recover
the relts(mable cost of'such replacernent and/or repair froin the Contractor, %sho in any
event shall Ile jointly and severely Isable to the County fi)r all damage, loss and cxperj!s,c
caused to the County by reason.and the Contractor's breach of this Agr"micrit andlor his
fi4flure to Comply strictly and in,all ihings with this Agrecinem and with the specifications,
WebiAe and DigRid Services Agreement FY 2020
T%v Oceans[X&M
HO 2455
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c) ']'he(7owractor agrees,that thcTDC n1a),designale representatives to visit the Corill-aclor's
fitcihty(ics)perimfically to conduct random opert file evaluations,(luring the Contractor's
nornial business hours,
J) The Contractor warrants that it mars, and shall maintain throtigliout the terra of this
Agrcvnient, appropriatc licenses andi permits required to conduct its busirtess, and that it
vvillat all Ornesconduct its husinessactivisies in a reputable trianner, Proof4it'suchlicenses
and permits shall be subittitted,to the Courity upon,request.
6, �:qnnq!2r.I i run I C i a I imd
.............................. jj I,� Contractor shall maintain,all Kioks,
records and d(rcuments diirvetly petlinent it)performance under this Agrots nent in accordance with
gerwrafly acieepted accounfing litincifslcs consistently applied. ["ach part), to this Agreetrwril or
their authorbed representatives sluill have reasonable arid timely access to such records ofe(uh,
Offier,party to this Agreement f6r pubfic records purposcs duting the term oftlic Agrelerytent and
for lbur years following the termiriation ofibis Agwernent. Ifan audiror,enwployed by dic County
or(,Aerk deterritines,that niornes paid to the ConutiCtOr PUMU'Uit to this Agreement were sficitt fbT
purposivs,not authorized, by this Agreenient, the contractor sluill rcpay the tvionies together with
interest COICUlaled pursuant to Sec. 55.0.1,Florida Statute,running,front the da,te the monies were
paid to Contractor'
Right to Audit
Ave,filabifity tif fin c,orikv. The records of the parlio- to this Agriccinent relating, to the Scope of
Sery ices/ProJect, winch shall include but not be limited to accourning records(hard,copy,as well
as cottipuler readatfle dala O'n can be made available, subcontract files (including, prors)",Is of
successful arid unsuccessful, bidders, Nd recaps, bidding instructions, bidders list, etc.); odgirud
estimatcs; csfiniating work shcctsr correslvridence; change order-files(including docinflentation
cOvering,negotiated settlerrients); backciiarge logs arild supporting documentation; gencral ledger
entries detailing civsh, and trade diso(sunts canied, insurwice rebates and dividends; any ollier
suplun-fing o4dence deerned irccessary by County or the Monroe County Office of Ow Clerk of
(`c)urt and Comptroller(hervinafter reierred to as"County Clerk") to substantiate charges relaied
to this agreenicnit, arid all other agreerricars, sources of infortriation arid matiers., that nia Y in,
(,'oujuy'sor the County Clerks reasonablejudgnsent have any aring on or pertain Ioany tuarters,
rights,duiit--s4�lm'oblligAtioT,ts Cann derorcovered by any corttract docutnent(all Rvegoing herentafter
referred to-,is "Records")Audi he open to hrs-pccfion and subject to audit and/or reproduction by
Cowity's mprescnUitivc and/or agOnS Or the County Clerk, Courity or County (.Uric may, AN)
conduct verificaticirts snch as,but not lintited to,cotinfing employces at dwjob site„,witnessing the
distribution of payroll,verifying payroll comput"alions,overhead cornputations,observing vendor
and stippher paynients, nrnw—vIlancous allocations, sp=W charges, VCrifyiTIg hiforniation and
amounts,throu.yh intcrvic,ws and written confirmations with eniployees,Subcontractors,sul'iphers,
wid conitactors representatives. AO records shall be kept for ten(10)years after f i,nal Conipletion
of the Scope ot'Se nriecs/Pro.j eel, Thc("oomy CIerk possesses,the hider vrident authority to,conduct
an audit of Records,assets,and activifics Mating to this Swope of"ServicesiTroject, If any auditor
employed lay the Monroe County or County Clerk detennines that nrionics paid to Contnictor
pursuant to this Agiveirsivni were spent for purjvses, not authorized by this Agreenverst, Ilse
Contractor shall repay the morties iogether with interest calculated piarstiant to Section 55,,03.F.S.,
runtling flonti this date the morries were paid to Contractor, The right to authi provisions,survives
the tertrunation ofexpirition ofthis Agreeirient.
Webs,ite and Digital Scrvices Agreervient FY20215
Two Oceans D4,4411
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7 P u bliq-Rvss Cc qrnrA Lan cc; Cotaractor must comply with Flclrida public, mcords laws,
including but not lionited to Chapter 1119, Ilorida Statutes and Section 24 of article I! of t1re
Constitution of I'lorida. The Couray and (*Ontractor sludi allow, and pentrit reasonable access to,
and inspection of,all docunicrus, records, Ipapers, letters or other,"pubfic record" nratcrials in its
possession or under its control subject to the provisions olf Chapter 1 19l,Florida SuatutcS,and made
or,received by the Counly,and Contrac tor in cot u unclicllr with thus contract and related to contrac(
pert6nnarvele. The County shall lulvc than right to uni laterally cancel this contract urX)n violatr(lil of
this provision by the("ontractor. 1"aflurc of the Contractor to abide by the terms of this provision
shall be deemed a inalerial breach of this conlract and the County relay enibrce the ternis of t1iis
provision in the form of it court procceding and shall, as as prevailing plarly, be entitled to
reiniburscinctit of all anorneys f6e.s anti costs associated with that pnveeding."[')its provision shall,
survive any tcrtnination or expiration(if tile contract,
The Contractor is encouraged to consult with iLs ltdvisors, atgsut F'lorida Public Records Law in
order to comply with this pnwision.
Rurstiant to F'S. 119.0701 and the Icrais and conditions of this contracL the Contractor is required
lo"
(1), Keep and maintain public records that would be required by the Counly to perform the
service,
(2), (JIvn receipt from Alec Countys,custodian(if records,,provide tile 'ounty with a cop),ofthe
reqkw,sted records or allow the records,to be insiveted or co;.)icd within as reasonable time at as cost
that does not exceed the cost provWed ill this chapter or as otherwise provided by law'.
(3) Ensure that public records that aTe exempt or confidlenlial and exermpt frorn public records
disOlosure mquirements are not disclosed except as authoriz,"I by law for the duration of'the
contract term and following completion of'the vointacr if the contractor does not transfir the
records to the Courrty
(4) Upon caornpleti(m of"the contract, transfer, at no, cost, to the County all public records in
rXISSession of 11W("'ontractor or keep and maintani public records that would tile required by the
County to Ivi-form the service, Ifthe Contractor transtots" all I)MAiC records to lite County upon
conillictio nl of the contnict, the Contractor shall destroy any duplicate public records that are
exertipt or confidenfial and exentlil ftoin public records,disclosure requirements.If tile Contractor
keeps and maintains public records upon,cA)mpiction ofthe contract, the("oniractor shall meet all
applicHble requirements k)r retairring public records, All records stored clectronically must, bic
provided to the County, upon recluest from the County's custodian of'records,in as ftainat that is
cornpatible kill the inforinalion technology systems of the County,,
(5) A request, to inspect or copy public records relating to a County contract must ble made
directly to the County,bul if the Counly does nor possess the requested revolxls,the county shall
intmediately notify the Contractor ol'the request,and the Contractor trjust provide that records to
the County or allow the record's tio be lnsj,,vcled or cil within a reasonable tirnle,
Wcbskc and MpIW Scrvices,Agrooncii'a FY 2020
Two to Dig aa$
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I
If the Contractor does not comply with C o the unty's request for records,the County shall enforce
the public records contract provisions in accordance with the contract, notwithstanding the
County's option arid right to unilalcrally cancel this contract urwmi violation of this proviijoin by
tire(7ontractor, A (,"ontractor whol fails to provide title public records to the Counity or pursuant to
a valid public reem'ds request within as rcasonable, ureic nmy be subject to rwnahies under
section]19,10,Floridan: t.atutes.
"The Contractor shall not transf�ur custody,release,alter,destroy or otherwise dispose ofany public
rl unless or otherwise Provided in this provisioni m as otherllll provided by, haw.
ING 1`HV,A1XPjj( 'I )N O'
CHAPTER I tl�,,FLO x TOTHE O CNTRACTOR'S D UTYT O �PROIV IVE
,.-Rll)..A STATU"m
r; UPS(',ONTR,ACT.QQ1Sj&�, 'TODIAN,
PURIM"RECORDS RE IA1 N!��V( a!�_
OF PUBLU, Hj Y AT -IOND 10�292347 0 B RA DLEY.
BRIAN BRADLE
MONROE CO(JNTV sal jrTORNEVS (WFICT
1111 12"'1 'Street,$VITE 4,08. KFV WEST.FL.13040.
8, 1 foldilarnil The Coritractor cownarits and ag rces-to indeninify and hold harmless the
COunly and the'l DC from any and all claims for hodily in.jury(including death),personal injury.
arid propcily damage (including properly owned by Monrm County), and any other losses,
darnagcs and explens-es (inchu'ling attorricy's Ices), which arise out of', in connection, Nvith, or by
reason ofsemices provided by the Contractor or any Of its SUbCOJIMICtors in any tier, csix"Osiorled
by the negligence,errors or other wrongful av ofornission offlic(7ontractor or its vubcontract(irs
in any tier, their ernployces or agents,,
9, Indepen(kq-EplItEit or At al tarries a aH sand for putpuses under this Agreement the
Contractor is an Indepmident Contractor and not art employee nth the County, No staientent
comaincki in this Agreernent shall be construed so as to finid ille Contractor cnr any of his
cniployees,contractors,scmmis or agents to be employees of'the County.
10, (7ourity and Contractor agree drat there will be no discrimination
against any perskm, and it is expressly understood that upon a delermination; by as court of
comixtent jurisdiction that diierimination Maas occurred, ribs,Agreenrent autonialically terminates
without any further caution on tile pram of any Party,effective tire date of the court order, County
or Contractor agree to ctiniply with all Federal and Florida stattiles, land all local ordinances, as
aipplicab lc,r,clal,i�iigtea nosidLsci°inii,u,,,itioti, f-hese includcbui are not fimitediw 1)' rile V11ofthe
Civil Righis Act ofl964 (Pl. 88-352)which prohibits discriminalionon the basis of race,color or
national origin,,2)Title IX of the EAUCati3Orl Amendment of'1972,asanicnded (20 13SCss, 1681-
M83, and 1685-1686), which Prohibits (fiseriminarion on tile basis of sex, 3) Section 504 offlie
Rehabilitation Act of 1973, ,,is antended (20 USC s, 794), which prohibits discrimination on the
hasis of handicaps,4)nw Age Discrintination Act of 1975,as amended 142 I)SC ss.6 101-6107)
which prohibits discrimination on Ow basil's l 5)'The Drug Abuse Office and Treatment Act
of'11972 (PL 92-255),as aniended,relating to nondiscrimination on the basis of drupe abuse;6)The
C,ornprefsensive Alcoh(,fl Abluse and Alcoholisin Prevention,Treatment:and Rehabilitation Act of
11970 (11L 91-616l), as an'tended, relating to nondiscritrinration on the basis ofalcohol abuse or
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alcoholistn', 7)Thc Public fleahli Service Act of 19�12,s& $23 and 527(42 USC, ss.690dd-3 and
290cc-3),asunrended,rclathig tun confidentiality afalcohol and drugabilsopatient rocordsn 8)'Title
"ill of' the Civil Righis, Act of 1968 (42 US C ss, 3601 at seq), as amerlded, rehaing to
nort,discrittin'tation in the,sale,rental or fislanchrig ot'housing; 9)The AtTicricans with Oisabilitics
Act of 19901 1`42 13SC, s. 121,01 Note), as maybe amended front (inie lo timc, Mating 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 (irigin,ancestry,
sexual orilenlation, gender identity or expression, fainifial status or age; 11) any other
nondiscrimination provisions in any Federal orstatc sunutes%bich tituy apply to the pkwties too,or
the sitib,jeel matter of,this Agreenient,
l 1, As 2atmoOmh u, t 0: "I'lic Contractor shafl, not assign or subcontract iti obligations
under this Agreenilent, except in writing and with the prior wtit(Cu approval of the ounly and
Contractor,which approval shall be sulijcel to such conditic�ns ancl pro Osions as the Counly inay
dean necessary. This paragraph shall be incorporated by refercrice into any assignment or
subcontract and any amignee or subcontractor shall comply with all of the provisim is of this
Agreentent,
111 11j'a In, providing all services/goods pursuairt to this Agroellnera', (lie
Contractor shall abide by al I statures,ordinances,rules,and regulations pertai ning it),or regulati ng
the provisions of, such services, including, those now in effect nand hereinafter adopted. Airy
violation of said statutes, ordinances, males and regulations shall constitute as material breach, Of
this Agreement and !shall entitle the County to tenninate this Agivetnern immediately upon
delivet), ol"writien notice ofterinination to the ("ontraclor, ]lie ("onlracior Shall po,swSs projtar
licem,es 1(,') perkirin wotk in accor(hince Willi ffiese slaw tlicasions throitit,'?,hoLd the term (ifillis
Agrceinent.
I,,, I ','Jljiqg The Contractor mpreserlLs, thin "it, its dirtors,,
principles and ern ployces,presently have no interest and shall acquire no intercss,cilher dirvel or
indirect., which would conflict in any manner with the perforyliance ofwrvices r"juired by this
Agrectnent,as provided in Sect 112,311,et seq.,Florida Statutes, ounty agrees that officers and.
employees,of tile Courity recognize and will be required to,contply with the standards of conduct
frn, juiblic ofliciers and employees as delineated iri Section 112.313, Florida Statutes, regarding,,
but n(x litnitcAl it, solicitation or acceplance of gifts; doing business with one's agcncy,
unauthmized compensation; illisuse of public position, conflicting employment or contraclual
relationship',and diSC)OSUre or use of ccrum infortnalion.
Upon, execution of this Agreement, wid thereafter as changes may require, the Contractor shall
nolify the(7ounty,ofany financial interest it may haNic 41 any and all prograills ill Monroe,County
which the (,"ontraclor spoilsors, cridorses, recommends, stilwtvises or requires f6r courisefing,
assistance, evaluation or treatincilt. This provision, shall apply wtrether or nor such Prograill is
required by statute,as a condition of'probation,or is,provided on as voluntary basis,
'rhe courn),arwContractor warrant that, in respect to itself,it has neither employed nor retairied
ally cotilpa sly 00'Person,other than a bona filde employee working soicl.), liar it,to solicit or secure
this Agrelemcm arld drat it has riot paid or agreed to pay any Person, coniparty, corporation,
individual Or other than a bona, fide ernployee, working ,A",ilcly for, it, any fee,
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Commission,Ivreekilage,gilt or other consideration confingent upon or resufting from the award
or making of this Agreement, For the brc,,wh or violation otAtc provision, the Continclor agrees
That the County sliall have the right to tenninme this Aguternent without liability, and, at its
diwretion, to offset front monics owed, or othcrwisc recover the full arnount of such 1"C'e,
commissimi,Nweemage,gift or consideratiort,
14. Afto The G:rnitraetor sluall not pledge the County's credit or make it 4.1 guaramor of
payment or surcry for any agremmit,deN,ob]igation,Judgment,lien or any form of i ndcbtedness
The Contractor further Nvarrams aind represents that it has no,obligation or indebtedness drat would
inqutir its ability,to fulfill IN terms of this Agrccmcnt.
15 Sqqgtj�g q g ;nqjjl: An no
tice otice required or ivrm u itted n is A men der Iltgreet shall In in
_
writing and hand delivered or rnailed,postage prepaid,to Ilion ether party by cerfilied nujil,reawn
rcceipt requested,to,the fbllowing;
1wlax4w Parini
Morrroe County rDC'
1201 Whiiie S trcci#102
Kcy West, [1,33040
!:(M ("hrisline Limbert-Barrows,
Assistant County Attorney
PO Box, 1026
K cy Wcst,Fl,3 3 04 1.10126
FOR(QNj'RAC'l'0W ("fint Harras,
....................
I'wo Oceans Digital
7'01 Simonton Street
Key Wcst,FI 33040
16. Timm The County is exempt ftomi payment oat"l.1
lorida Stutc Sales and Use taxes, 'me
Contractor shall 1101 lie excilipted by virlue of the 0:mnly's,excniption firom paying sales tax to its
suppliers am materials used:to fuffifl its obfigatknis under this Agrectrwrit, nor is the Contractor
authorized to rise the Coutity'sTax E`xernpfion Number in secuflng such pant erials, The(7i'mitractor
shall he resp)nsibic for any and all laxes,or payinms ol'withholding,related to services rendered
under this A grectnew
7. TesuniA
a) The County nia), terminatc this Agrccmcm for cause with seven (7) days nofiev, to the
C(mitractor Cause shall constitute a breach o',fl*the obligatiorts of the Contractor to Ivrfonn
thc services enunterated as 1he("ontructor's,obfigarions under this Agroctitictrt,
b) Either of the partics Iterm Imly,lerutitra:te this Agreemem withow cause iny giving the other
party ninety(90)days written nofice ofim intoition to do so,
0 For Contracts of any imount,if the Counity dclertnines that the Contractor/Corrsultant has
submitted a talw— certification under Swion 287,135(5), Pknida Statutes or has been
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placed sm the Scrutinized Companies that Boycou IsracI Lim,,or is engaged hi,a boycott of
brul,the County Shall have the option of(1)Wrtninating this Agreement after it has given
the: Contraclor/Consultant writters,notice and an oj,,iportunily to demonmrate the agency's
determination offaise certification mras in error pursuant to Section 287,1135(5)(a),Florida
Statutes,or(2)maintaining,thc Agreement ifffic condifions of'Section 287,135(4),Florida
Statutes,are,met.
(1), For (`�ontrucis of S 1,C)(10,01001 or morc, if' Ilse ''ounty deternlincs lhat the
subrifitteld a false c n,iertificatio undier Section 287.135(5), Florida
Statutes, or if'time (.,ontract,or/(.,"orisuliatit has been placed on the Scrutinized Comparlics
with Activities in this Sudan List, the Scrtgniizcd Companies with Activities it) the It-all
Petroleum 1.'niergy Sectot List,or been crigaged in bus6iess,optrations its Cuba or Syria,
tile County shall have tile option of(I) termirs,"ifing the Agreentent after it has given tile
C antra clor/(',onsukant written notice and an opportunity to dernonstrate the agency's
dc1crinination of Calse certification was in erwr pursuant to Section 287,135(5)(a),Florida
Statutes,or('2)maintaining the-Agreernent ifthe conditions of Sc n 2 87 ietio ,135(4),Flor a id
Slatules,arc mel.
ranwLtuint ln1,
a) This Agivernent shall be govemcd by and construed in accordance with time laws of the
State of Flosiduapplicable to agreements inade and to be Nwribrined cintrely in the State.
b) In time event that any cause of action, or administrative proceeding is instituted for tile
enforcernerst or interprelatikln of this Agreernent, die County and Contractor agree that
veriuc N01 lice its the aPj)TOj)riale courl or before the appropriate 414,1111filiStMiNT ivily ill
Monme County,FloridiL
c Fhe ounly, and Contractor agree that, in (lie event of"con flicting imerpreuitiom of shc
wrills,or a term of this Agreement by or between any of tkin,the issue shall'fie sulinii'1ed
to mediation prior to the institution ofany other adininistralive or legal procceding.
d) Severability. It'any term, covenani, condition or provision of this Agreement for time
application thereof to, any dremnstance, or person) shall be declared invalid or
unenforceable to any extent by as coum of competent jurisdiction, the remaining terins,
covetuslits,cionditions antral provisions,ofthis Agrcement,shall not be aMcicd thcreby;and
each remaining lemi, covenant,condition and provision of this Agreement shiall he valid
and shall he enforceable to time,fullest extent pennitted by law unIcss dic enforecyncra of
tile remaining umns, covenants, corsdilions and provisions of this Agree"ment would
prevent the accomplishmeni ofthe, original intent of this Agreement. The County and
Contractor an, rele tci refivn the Agivement to replace any, stricken provision with as valid
provnsion that comes as ekKe as possible to the intent of stricken provision,
c) Altorney's Feics and Cos,ts, The County and (,,"onvaclor agree that in the event any carsw,
of action or administrative proccctfing is initiated or deff ndcd by any party relative to the
enforcement or ifflerpretation of this Agreeniml, tine prevailing party shall be cinifled to
reammable attorricy's, 1ces, court costs, investigative and out-of-pocket expenses, as ali
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award against the non-prevailing jxjrty, and shall inchide anorney'i fees, courts costs,
investigative and out-of-pockei expenses in apiwHatc procecdings, Mediation proccedlings
initiated and conductcd pursuant to this Agrcerricni shall lx-,in accordance with the Florida
Rule.s ofTivil Procedure and umtal and custorriary procedirres required by,flne citcuit court
of'Monroe Counly.
I) Ad udication of Dispotes or Disagreements, Count ,nd a 'ontractor agree that all disputes
and disagreements shall be attempted to,be resolved by Meet and(,"onfer Scs.-sions hoween;
representatives of each of the parties, If the issue or issucs are still not rowived to the
salishiction of thic,parties,them any party shall have the fight to seek such refiefor renredy
as may be provided by this Agrectnent cn,by Florida law,
g), Coojwi,-afion, In the event mty adrninistrivivie or legal procceiding,is instituted against either
party relating to t1w fonnalion, execution, perf6miance or breach of this Agrccrnent,
County and("ontraclor agree to participate, to the cxtivitt required by the other party,in all
proceedings,hicarings,processes,rneetings and Other acovifies related,to the substance of'
this Agreement or provision ot'div,services wales this Agreement, ounly and Ccntractor
specifically agree that no 1,,virly to, this Agreement shall be, rcqljir,cd to enter into my
arbitration proceedings related to this Agroefliern.
19. 'The ternis,covenants,conditions mid provisions of this.Arson tent shaH
hirid and inure to 11te, beriefil, of the Couray and Oriftactor arld their respective lcgal
t,epiesentatives,successors arid assigns,
20, AgLIjorily: Each party represents and warrants to the other that dic execution,delivery and
plerfonnance of 1his Agreetnent have been duly authorized by all ncccssary Counly and coll)(nate
action,as re4pin c�d by law
21, jjjjj.
), J'OMJI or State Ai& Contractor and C<nuny agree that each shall be, and is,
ernpowered to apply firer, seek and obtain Federal and State funds to further the purpose of this
Agreement;provided that all applications,requcsLk,,,,grant projlosa s arvd flunding,solicitations are
not for funding already provided under this Agreenient,
22. Ptr JA i Lq 6, meal, nitiKi all ofthe privfleges and inlinunities frorn,liability,exemptiorts
frorn laws, ordinances and rules, and pensions and relief',disability, workers' compensation al�rj
other benelits which applY to,the activis)of officers,agerits or employec!s ofiany,public agents or
employees of the County,when ywrfortirting their resIvelive funclions under this Agreentent within
the tenitorial firnio;Of tile County shall apply to the sarne clegree and extent to the IvirforniancV of
sluch fiurwslons and duties of such officers,agents,volunteers or catployces outside that territorial
Irmits of the(,otinly,
23 1, aqd Non-Delcgation of Consfivu6onal or Staultory
Duties 11is Agreement is no intcndcd to,nor shall it I>e construed as,relieving any parficipating
entity from any obligatiort or responiibifity imposed upon the entity by law except to the extent of
actual and finlely perl'brtrianec thereof by any participating entity, in which case the jxrrfbrtlurlce
may be offered in satisfitclion of the obligation or responsibility. Ftirther, this, Agreenicni is not
iritended to,nor shall it be clonstrued as,authorizing the delegation of cortmilutional orstalutory
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dUtiCS Of IhC COUrIly,MCI)t to the extent ;vrrnilted by the Florida constitution, suic statutc and
Case hlvv
24 ,pati 1�gjiqflce No person or entity shall be entitled to rely,upon the tenns,
or any of them, of this, Agreonent to enfi.)rcc or attempt to enforce any third-Trarty, claint or
entilictnent to or I ncfil of any service or prograrn Conternplaled licieunder,and the County and
the 4M011tractor,as ree that neither the County nor the Contractor(")r ally agent,officer or ernpioyce
(')f either shali have the atahority to inform, counsel or otherwise indicate that any patficular
individual or group of it'Mividuals' entity or entities, Nave entitlements or benefits under this
Agreerrient separate and apart, inf�rior to, m sullcrior to the community in gencral or fin thc
purposes contemplated in this Agreement.
25, Attestations,, Contracror agyces to execute such doctinlents as the County reasonably
require, to include as Public Erifity Crinic Statement, an fithics Statenicrit and a Drug-Free
Workplace Statement,
26, N$,, I s," (let a
L ig b.jj.�y: No covervant or agrecromil conta4icd herein shafl Ix icd to bc
a coveriant or agrccnivnt of any nienlivr,offiect,agient or ernployee ol'Monroe County in his or
her individtufl capacity,and no nwn,)her, officer, agent or employev of Monroc County shall be
liable personally on this Agreement or be subject to any persottal liability or accountabifity, by
reason of thc execution,ol'this Agreenient.
27, 1111sluori.ev.; 11v Conrnwtor shall maintain the following required insurance thin ughout this
enisire Icrin of this Agrccnicrit and any extensions, Failure to comply with this provision inay
rcmflt in dw innnediatc susperiskin of"all work unid the required insurance has been reinstated or
replaocd, T,)claysiti this conililctioii,(ii"wof ,kicsiiltiii fronittiefailtirc cif Elie Contrletorion,iatintiiiiI
flic required insurance shall not extend any deadlines specified in this Agreement and any"Penalties
and 1"ijilure to perfi)rm asscssnitcrils shall be imposed as if the work had not beeni Suspendc(L except
for Contractor's faiikirc to maintain the required instirance,
The Coraractor shall providhe, to the Cl ounly, as safistaclory evidence ofthc required nistUallce,
either;
Clertificate offitsurance
OR
A("Iertified copy of the acutal insurancre rx,,thcy
Hic County, at its Sole option, has the right to request as ccrtified copy of any or A insurance
policies required by this AgreettienT. All Insonancc policies must Specify that they havc a,thirty
(30)day notice ol"cancellalion,non-tenoval, rnaterilil change,in policy language or reduction in
crwetagc The,acceptance and/or approval of the Comractor's insuranev shall not be consimcd as
relic wing,the Contractor from any,liability,or obligation assumcd under this Agreentent or imrupiciacci
by hzi w, The Monroe County 110(11v, its employees and officials shaH tv included as an
"Additional Insured" on all it'surince Policies, except far aorta orkcrs' Compenswit)n, as their
interests may upixvar in all rwficics ussued to safisfy,these requirentents,
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Any devialiorts from these General, Insurance Requircments,inust be requested if) writing on the
County prepared forin entillcd"Requesi fior Waiver of Insurancc Rcquirenients". Any deviation
must be approved in writing by Monroe Couirly Risk Nfartagerricrit,
a) Prior to the commencement of work governed by this Agroctnent, the Contracto', shall
obtain Workers' Compensation hisuran,ce with firnits sufficient to comply with Florida
Statute 440. In addition, the Contractor shall obtain I'mployers' Liability Insurance with
limits of not less thary
S 11 00,000 Bodily [njury by Accident
$500,01,N) Bodily Injury b�v Disease
$100 10(X) Bodily lriprjry by 1)iscasc,cach Employee
Coverage shall he maintained throughout the entire teini of thins Agivernent, Coverage
shall be pri,Wided by a cornixiny or companies awhorind to transacl business in the state
ofFlorida and ilic carripany or companics inust rnaintain a inininmin rafing ol'A-V),as
assigned by the A,M,,Best Company,
b) Prior to the cornmencement of work govenved by this Agreenvent, the Contractor Shifll
obtain Gencral [1ability Insurance. Coverage,shall tic maintained throughout,the lifi: of
the Agreement and include,as a rnirrimurn.
" Prcrni!w,s Orwrafions
* Products and("onipleted Operations
* Blankes Contractual Liability
* Personal Injury Liability
[,xpanded Definition of'Properly l"binage
T tic nimi riturn limits acceplable shall,be:
S 1,0100,000 per Occurrcricle and$l,000,0(k Aggrcgate
If spht finins 4ire provided,the mininiurn linij ss acceptable sha]I be:
$ 500,0010 per Persion
S1,000,000 lwr Occurrence
$ 10,0N)PrOPCrty Dainage
An Occurrericc Foram lsolicy is lircf4red. If coverage is pmvided ona Oahns Made policy,
its provisions should include coveragc,for claims filed on or atler the effective date of this
Agrccment. In adilition,the period for which claims may bwe,report cd shon I d extend fiv as
mainiltim of`McIve(12)nronihs(bilowing the acceptance of work by the County.
c) Recognizing ihat the work,goNrcrued by this Agreement involves," the furnishing ofar1\1ce
or services ofa profiessional nature,the Contractor shall purchase and niaintain,throughout
the life route Agreenmerat,Professional Liability Insurance,which will respond to dwnagcs
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resulting from any claim arising out of the Performance of profVssiortal services or any
CrWr or onfission,of the contnuica arising out of work gov,cmed by this Agreement.
The nnninium finifts of liability shall bc: $300,000 per Occurrene&$500,01010 Aggregate.
The Worm, County, BOCC shall be, named as Addifional Insured as their interests may
op ticar on all nISUMICC I-Aflicies issued to safisfy the al>ove requiremms.
28, 1)taqjpg l!ahl _.U, rcqpj§jApM ,-%ny delay or faillure of cidwr Parly Io perfinin its
6b,ligasioas taider this Agicement will tx excustd to the extent that the delay or failure was caused
direcily,by an event txyond such Parly's control, with mn such Party's fitult or negligence and that
by its nalure could noi have been foreseen by such Parry or, of it CAMId have been f6res-em, Nvas
IUITISIVOidablc: (a)acts of(Jolla (b) flood, fire, eartitiquake, explosion, tropical slonn, hurricane or
other declared ctncrgcncy in the h,,ciographic arca of the Scoix of Services/1'roicel; (c) war,
invasion, hostilities OvhMier war is declared or not),, terrorist threals,or acts, riot,or other civil
unresi in Ille geographic aixea ofthe Scope of Sem,ices/Prowo;(d)p,overnment order or law it)the
geographic area of the Scope ofScjNiccs/Prqiect;M actions,embargocs,or bhwkwJcs in ell ct on
or after the date(if this Agrectnent;(f)action,by any governmicrital authority prohibiting work in
the geographic arca w,,if Chic Scope of" a "Umcontrofiable (Ireunistancc'),
CON`FRM-`A)R'S financial inabilky to perform, changes in cost or mailabihty of itunerials,
co nipone tits,or services,rnarket conditions,or suppher actions or contract disputes miM not exctm
perfonnance by C.onvrirtoor urider this Secflon.Contractor shall give Courq written noliec%vidifir
7 days of' any evetir or circumstamc that is trasonuNy likely to result fir an Uncontrollable
Cireunistanov,and the anticipated,duration of such Uncontrollable Ciricummajxc,Contractor shall
use all difigoit cffi:irls to end the Uncoritrollablc Circurnstaricc, ensure that rho cff cts of,
any Vneontroillablic Circurnslamc art, minimized mid resurne fiffl perfortminct. under this
Agrcenicni,The("ounty will not pay additional cost as a resuH of an Uncontrollable Circumstance,
29� [�&on-Jti 02mniq=5: *rhis Agmement may be executed in any number of
counteqiarts, cach of which shall be regarded as an oflginal, all ofwbicli 41ken topther shall
constiune one anti the%oric instrunicni and any offfic pariies hercto imay cxecurc this Agrecrtim
by signing a�ny such counielIXIIII.
30. f hen �adin y Section headings have been inserted in this Agreement as as niatter of,
C011venience of Aivnee only, and it is agreed that such section headings are not are pall of dnts
Agreerrient and will not Ise mcd in the interpretation of tinny provision of this Agrelenrent.
.11 FN crif : Effet i ive January I, 202 1: In accordance with FS, 48l,0195, .mitractor shall
inflim the US, Deparment of flomeland Security's E-Vcri4, systrim, to verify the cmploynicni
eligibility of all ncw cmpk�yie"hired by Chic Ccstaractot�during the terin of the Contract and shall
expressly m1kdre any subcontractors perfortning work or providing services pursuant to the
Contract to fikewise utilize the U.S,Department offlorneland Security's FI-Verify sysicni to verify
the etnployrnent eligibility ofall oewr Vjjjpj,oy WS hired by the subconlraclor during the Contract
term.
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IN l'rNBS W'Nhil ,6tllMOF„the parties lwer+eto We,Caund this Agrectmot to be ties atctl the dray
year first above writtw.
off, Commiaa"
wain „tw.I of M10a" ty
a
y Cie, an
('To filled OA by f.`omrutrrr)
CASke
.�
"C"O! st "l , L'� i Two Digital
BY(
At
Has Naaae Dart
f..
. A ND T '"'O WITIMIKSSES
itwtra: Datc
�rmrr
wNa 41c ark t a t aa+wl+is Asa am l
a Mgkal
l'M'2455
— 60 -
5300
Exhibit A
Website andINaltall Provider Sates Guidelines
This, document MH wrvc as guidefines and audiorization to facifitate the websiv arrd digital
sets ices provide,r sales for thcNklonroc Counity'I'M wcbsitcs.
Advertising:
banner Ads
The Conlractor will have dic opposunity to SCH and place banner ads on the'web site, The banner
ads should conform to internet standards 1,,icrtainiing to size and functionality to be alp saved by
thie J`D(,'. I'lieve can be three (3) rotating banner ads per wchpage. Banner ads may be sold
ihroughoLit the sil�e. Additional banners,either rotating or fixed may be,added upon the direction
and approval of the 'FDC
Hyperlinks
Adwrtising in the form ot'hypolinks can twe sold throughow Ow websile,"lime TDC Nvill allo%v
finks to tourist industry as,wciations or oTganizalk,)ns, such as chambers of coninierce, kAging
assrxiations,attractions,associations,cLe. at no cost at agrecable locaflowis, I'he Contractor may
oMr dw follovving,options to the standard listing and event listings,
• Enhanced Liming.-upgradcs,to the standard fisting which include
• Iniages,vidcos,map finks,social media sharing options,and other enhancenivnts that
increase Nnctionaliiy and/or user experience.
Web Cana Sponsovships
Contracior can W1 stumsorships for five wcbcams at dif(erent locations, throughout the Florida
Keys,,
R ten arkming
Contractor exi sell remarketing scnices,
Wch,61c and Dig4al FY 2020
,rwo(kvans t)igitm
1)09 24 5 5
— 61
5301
Adverfisjug Allowances and Resbictions
Contractor can scil advertising to any national or international business that has a businc s
interest in (fie F]orida Keys. aNtiy ncm-tourist related business must tv approved in advance by
the'I'DC Marketing Director and may not exceed one-third ol'Ahe allowable lumner space,
Local businesses shoWd by limited tr)hyperfink advertising in lite wvebsite aectiion r0ating to the
geogntphical region JDC District) NOcre ffie business is conducted. If business is conducted,
throughout the Keys,then that company can advertise fluoughoul the enfire website,
As new forms of Internet advertising evolve, the Contractor \vill have tile opportunity to
incorporme thm as weli, hosArever, prior to iniplementalion, the Contractor should rcccivc
approval bairn the TDC
Met-chandising
fhere is tu be no TIW-related nierchandising agrevnient without TDC approval in advance,
Reservation Services
'I here is, no TDC websitc-related reservation serv�ice or hooking nuchanisni oil the TDC'
mvtbsite.Orfl)�thefl)Ccan approve such sentices if desired.
Wehifte md Dgi,ufl Scrvicrs Agrecrucim FY 2020
'irwo ocems i)igitaj
1102435
— 62 -
5302
two
114)"N
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acc6MVIT"; &Q,in and.01 paushy of NqMy"k"ne mhkay W
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�01 Z"I'l*'r du
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AW judunny to do"Vy and
L p`hc pncc% in W Pmpmd hAc bcc w m6,.cd o mdepimdeml,w may ahout coHlu"aon'
"on"ilft"6114ov,wo!1m')t"nKMAM 4" aewwwm Am dw pqWW of Pk` uming OMPOW
W mvy rckhnp tllm*'uch pricc,v6lth'orvy offiir lltl ppwv'll of Nm
()Idr requprV�cl hy lama Ou' pnccN vdad� h�a%e hcc�n qo(ivd [n Qd, Vnqv/o,,d
have not hco; kno"my,(Achwd by ihe Flnij"c'er'trid, v rH ml� knim mrlypy K",di'v'hr,cd
by dre I%Towr pOn to P"Woul qvnhyn brudy or=t0mcd, us xV ;Qwr Pwymcr oi
lkro an 'ClmrpNlkoro
3. Nm amnW hn hom osak in wM he "wk IW aw Pmpwr m uWmv my oMa pnmmmi,
CT qo suhn'61' in ncd W 'od'mtO' a flswp"o' aj pm b apmuv jXjQ)0:'x 0,
vi",Iricump oimpvlalol'[:"aInd
v nw mmammN oavwd on memo Afhdaw am VUC aill L44ULL and "UdC 011 01
thal klom(, (AmmmmyP rW upiq Ow Wmh W Hic Wwwns "munM in W
mptlkrpwam pm ul,m avd l%"w a',ua a mmaiCMIS k)o S'aid rMl�t'c'm
CSIgriatme ot
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' pagZr'Ai
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STATE(W
PEKSON),11Y APPEARM) HFP&Rh MAL. Hw inhkimped amIx"My,
A QpAleolll , , _ , wK, ak" Um Qmg sw"n by un maw w
fnl�hlll "fhxnl Whcr Nynaawc in Ow spacc provpcicd "Ibove"'�n ffiu"Z' day 01,
Nol ANY 11W W
11, )l ERE
ompc lutv S"Olm i wiirn N'T fluvp v,i'&"%'h imV J013 L)f,.HJ. C u WC,Vows u J i.e 21N 2,u
131
— 63 —
5303
two
A ar mMw tula hel'ill 6,V's)Ol C al'u ncd
M OWMC KW ul ml hp&l%he h0f.my Ormer Courwi off'"Ot
S('c'lioln 2 of, 011dmoacc lit 141990 or any (Ammy Whar or emphyy m,
samon 3 W (hosawc No IMPAW, F<w bfca,'h m of dlk pnmr 6'm di v O)ulm�
may, 0n ks dkcmim, 4vrmimaic thk Agreemcm mi�fiow and Rh7�ay „Aku' (o w,
Jlk,crel"ion, dcdvf„ fimu Ow AMenmN you PWWWC ph", or olcmiw womm. Hw NO
�Onounl on any kvv'cOMMV-1041' gift, Our w 10,x-, fomwil Cqll"V�V
STATE(W
AMIORM HEFURE NA h, 0 umkrdpwd WNWQ
00' fivo bcjr""": '%vlorn lh"� nic dfixcd hkAm �q!nalllmv
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— 64 -
5304
o tw � ,
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11�v uw['43"Io"roki� on�[Jw no svtqh Si,aoflv 2'10,087 4vI'cb�
CAP
4",
a rrwf"- o 0 r"c
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Uv OMWACk ! uhmaw: a pabdoWd on Ow wakpWr wry
0%0 MIH Q Wn,ounq vnYliv"As%K"awsh"I Kh phg"Kuan
pp)hq'� c4 rn"wflail6q, a dwy4mv �my c,mjo
JMJ enophir Mtqanvc P" w,.aMMn or IN: pa"Aw, dw IMq IV Rquwd UPM
GWMW low OKMM"
1A Ove,vak'h cmpl�j'vc cnyqcd in p"Mng he anvonvadoW, are comaquad %"kKT,141
.up unM JNxImA."Ar�o o4 tLt` kL06�0aIcW%l,`%:Owd In,Sofl""hisa l q14'
A hL thr SLUemeW 14v"44",J on 1, 0iio,,caqflkewc,fto, o, oi kevmhrffm M
1A rLp rah mope A bc "'sol I o UIX.h6'"" err I k" I oIvirw 61a'o oh" MkIIVY P0,v at, itiv �npp[o I v"'
gfll Ib[ok by O000 oioo ao"of 6' Nlah*no- Ia ao,d%M uuac04fy,b,, Mngflw"Ioi td.Iuo"" d'"'c
pka(d Wmhy r:ra Wo timadou 1v;my Mahm A(fuNcr K93 Th"Wi KOM"in to UnN,
ct"or"A-d Lovk 14 dw I Wwd SOWN 01 "Y No= Aq A 10uhm,MM""Y in Mv
wofI,pLact r" Lim Olakl h Oq day"a'Aur soio"'h k'par,»o RIUM
ny 1rtpc,,,v, , wo,rI(wn 011,lof oc",10m, Opo" 'auOv oa Aolov Aus','
fNP'0�"'u'An it Noach Nw'o[safldllc,m the emphlof•,vannwnur H in, c"WhIcic
mks N W'."Kal
pa Me% a va"I IMT CK" W =Rn" M r."MMI a dMphoc UMMUC AMIh
IN",pvrUo""f—mft"urd t'u"gn 0'c ih'k� [LIN'%""Ncnf'Y OmWht, hffl"' N ah
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13
- 65
5305
two
,NIYwY/wRINIES- jrEMW
-A w"on w jawme %% W% hmn plomf im or aqwwwd %vmhw mm w&'AAV/�
as pilhik, crpwy rTuay now oflwn" a trAd on as cowrao v l�h w jsol("Ok fou Ow
o' wp'ar 0 a lwhhc �'wflckn" (4-pAAhc voo,., i%o% no. "ohvnk hidN on EVww%of
rc"� P�'rqwn"s it" pkINW CA!"MI m" hc psuminA ow lvr&wni mik as a (UNTRAMM,
"Upjlk'�r, wMa a"mmm nX my pAWmt,md may
IW dA'Mllla'ww cwl H) eWcv, A, ihe Olre"h(Od �Ovqltnv prWli(h"d M
SCOK"I 2x?017, Or CAITGORY IWO for a p5cns lod of �'O'l, wrap riffis fvor" dy�"' op'hc n;
pLslcvdoln,uht d.6""nOcd vclldo� lv'w
1[ have rl�%41 llk�ahovc Ind 't�llv wpw nl�°kb"r
nor 4a ar )010kair ha",boen Maud on Ow o"WRA vendm No Win Q W 16 nugub
mmm 11
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kncrvn w,nac or h,iiv,prowhweii 4d kllvllosfikoOow
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A,""'
4, "Rop'6d t S rI,CBwuata m fo"'t fuln ,k +Slvn vh]I wd'wT "o' �J'k'f
IN
5306
two -
a v ^ dh I, Irk"I'I A, 1"'Ib CC fe r f,R I rb, Ii q uc 11 W ltojm W I e
'ifqmf d vIN, Q vil c u I I
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III I IM'M fli"wipm,"All,W
o
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ow Ic
ck"VII%9k3u4v,,n UMVmm r Kje W"hl Old Dq W,scic�n pl,xvideK NIM
— 67 -
5307
Ill AMENDMENT to Agreement dated this w a th day of M rm�r 2020,Is entered
into by and between the Board of Counter commissloners of Monroe County, a political
subdivision of ttne State of Fporlda lCounty(,,on behalf of the Tourist Development council and
tooke n tone UC dl Two, darts Djotal hereinafter referred to as
"Contractor'.
WHEREAS,there was an Agreement entered into on August 19,2020 between the parties,
for Contractor to provide professional websice services which Include consulting and
technok>OrA advice rely to the Tourist Development Council(T C)website,and
WHEREAS,the parties desire to Amend Agreement to Include a online booking syAM to
the destinations, rebshe and adjust compensation to'Include costsassociated!w O sold service;
and
NOW,THINFORE.,In consideration of tfwe mutual covenants contained herein the parties
agree to the amended Arvernent as follows,.
L Paragraph 4 shah be revised to Include item e)Contractor shall implement an online
reservation booking,system with Advance R�eservatiom Systems,lac on the destinations
ebsfte commencing January 1,2021 Contractor shall be reimbursed modated cost as
folllo ws:
a. siscal Year 2021 la2ctobeir 1 2020 to September 30,2021)crest shah not exceed
62,OOD,to include a onetime advance set up fuse of 02,000, a onetime advance
gluarterly service five of $10,0tlQ, and two additional quarterly payments of
10,0001.
b. F&W Years 2022-2 i2,1 (October 1, 2021 to September 30,202 )cost shall not
exceed WOW/Fiscal Year to be invoiced in quarterly service payments of
10'W 1.
2. The remaining psro ision%of the Areemnit dated August 19,as amended,shall remain
In full force and effect,
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT MANK
Ameodrnent 03
7wwo oceans lt!teital
Con traict a�24SS
— 68 -
5308
w E$S MEREOF,ft parbes have sW their hands and seW on the d8y sMd Yew
writion,
Bwd of County Commissioners
N 'n Madok,CWk of 16 onrpe Cainow
As D"uty Clerk Meyodchairman
Cooke Communlamtk ma F odder.LLC dibla Two Oceans D191t6l
Prs*Wont
Print 14offloro
Date.
AM rWO WIIKSSES ;
.P
rint
Print"am*
J 17144@: 10
Amendment M
Two Oceans DWIal
onlrad 0:245
- 69 -
5309
THIS AMENDMENT to Agreement dated this _2j,,L day of A1hL_2021,is entered
into by, and between the Board of County Commissioners of In County, a poiRical
mibdivision,of the State of Florida(OuntV),on behalf of the Tourist t)evPIofsnw,,nt Council and,
Cooke Communr4cations Florida, LkC d/b/a Two Oceans (i herekwifter referred to as
'Contractor",
WHEREAS,there was an Agreement entered into on August 19,2020 W,ween the Parties,
for Contractor to prov4e profession websile, services which inchide consulting and
technological advice relatingto the Tourist Development Coi(TDC)website;and
WHEREAS,there was an Amendment to Agreement entered into on November 17,2020,
to Include a ordhie boc,Wig system to the destiniations,webisite and adjust corepensiabon to
include costs,associated with said service; and
WHEREAS, it has twccmne necessary to amend the name of the reservation bri
systern from,Advance Reservations Systerns,Inc.to Root Reserv,atlon,LLCi
NOW,THEIREFORE,inconsideration of the mutua4covena"Is comairred herein five parties
agree to aimerd the Agreement as,follovev
1, Paragraph 4 shall be revised to include Rem e)Contractor shail implement an onlirm
reserv,aflon booking systern with Root Reservations, LLC on the destinations websae
commencing January 1, 2.021, Changes to the, contracting organNzaticrn for the on4ne
reservation booli systemn shall he sent to the TDC for approvaL Contractor shalt be
reimbursed associated cost as fofloi
a. Fiscat Year 2021(October 1,202,01 to September 30,2021)cci not exceed
$62,01XI,toinclude aofietime advance set up fee of$32,0ft, a onetirre advance
quarterty service (fee of $10,0001, and two add tonal quarterly payments of
$10,000.
bn Fiscal Years 2022-2023(October 1, 2021 to September 30,2023)cost 0 U not
(.,xc*n-d $40,000/Fisc.ii Year to be invoiced In quarterly service payrnerm of
$1,0j)001,
A. The remaining provisions of the.Veemient dated August 19,as amend end,Ai0 remia4ii
in full)Iorce and effect.
THE REMAINDER OF THIS PAGE 6 INTENTIONALLY LEFT BLANK
Amendment 42
Two 04*3%Digt0l
Contract 0.,2455
- 70 -
5310
ve wmn,
808w,of county ccmmissiomm
As O"uty tw* IMyorf0miruvin
r m vywo
umma wa,Ifs Y,r..r it ,
P
Thomas Crook*
Print N'wmli
AND rWO WMESSES
ii a 0' L
Two Ocoa 1
Contra k 2455
- 71
5311
AMENRMINjq���f r�TJTQ AGREEMENT
THIS AMENDMENT to Agreement daiteid this ?J$ day of June 2023,�s entered into by argi
between the Board of County Comrn Woners of: Monroe County, a political slubdivision of the, d tate of
Horida (County), on beha�f of the, Toudst Developrnent ColuncH and Cooke Communications Floridai, LLC
d/b/a Two Oceans Digital her eirrafte r referred to as "Contractor",
WHEREA$, there was an Agreennent entered into on August 1 02!0 between the parties, for
Contractor to provide professional websfte services whicfn inciude consiullting and technologicall advice
relatingto the Tou6st Development Council�U)C)Vveibsite;and
WHEREAS,there was an Amendment to Agreement entmed into on Noverribler 17,2'020 to'include a
onkne booking systern to the clestmations webs�te and adjust compensation to inchyde costs associated with
saki service and
WHEREAS, there was an Amendment to Agreement entered into oin April 21,, 20,21 to arnend the
name of the reservation book4ig system from,Advance Reservations Systerns, linc.to Root ReservaCon, I 1 C;
and
WHEREAS, the Agreement expires on September 30, 2023 and there in an option to extend the
Agreement for, an ad&fionai two (2) year,period with the option to adjust the cost of bandwidth servmesi
and
WHEREAS,the partieswWi to exercise the OptiOni 10 eKterld the Agreement for an additionall two(2)
year period and to adjust to cost of bandwicith services,from,$20,000/year to$35,,0010/year;anid
NOW,THEREFORE,in consideration of the mutuall covenants contained herein the parties agree to
amend the Agreement as follfows�
I, Paragraph 1 shall be revised to read:Term Thiws Agreement shA4 expire on September 30,2025,
2, Paragraph 4,b,shall be revised to rea& Bandwidth Service-Thie Contractor will be paid on an arinual
ba-0i, a fee for the servnce providing eiectronic rnarkefing collateral ainid downloading of vidiv,05 frorn
the vvebsute, These,downloads are expected to average over 15 terabytes of bandwidth transfer
per year with great spike fluctuations occurring with certain events or rmews, Contractor small
have enough, bandwidth capacity to handle this average load in addR on to have ng, inrimediate
access to addlitional bandwidth capacity as such, peak times or events dictate, 'rhe aiinnual cost for
this service will be $351,000 which shah be Palo 41 eleven (11) rrnonthlv payments of 52,916,6�6
arid one (1) payment of$2,916,74, Monroe County's performance and obhgation to pay under tIrfls
Agreernent is contingent upon an,annual appr0priatiOn by the BOCC,
3, The remaining provisions of the Agreement dated August 19,2O20 and as amended on November
17,2020 and April 2021, shall remain in full force and effect.
Arnendnicint 03
I wo Oceans Dilgitai
Conlract W 2455
— 72 -
5312
WHEREOF,the Parties have sat their hands and seal on,the day and year
a lan.
Board at County Commissioners,
t" Madokw Clark of Monroe County
As Deputy Clark I ayor l ro Tenn
C, rYA Y
t , ' 1
AUM
a
AY
TZ,
Cooke Communications ations Florida,LLC~dVa Two Oceans Digital
President
Thomas Cooke
Print Name
Date:
T"r-
AND TWO WITNESS,E$
C ( )
d I Clinton Sarras ( ) ICs rrl' a liarnlltrtn
Print Name Print Marna
Date. S* Data:
Arna ndm nt q;
Two Oceans Digital
73
5313
AMENDMENT(4TH AMENDMENT'i TO AGREEMENT
THIS AMEND ENT'to Agreement dated this 2091 day of o � � �2023,is entered "into by and
between the Board of County Commissioners of Monroe County, ai political subdMision of the State of
Florida (Bounty), on behalf of the Toiu6st 0evellopment Council and Cooke Communications Florida, LLC
d/b/a Two Oceans Digital heremafter referred to as, "(,ontiractor",
WHEREAS, there was an Agreernent entered into on August 19, 2020 between the parfies, for
Contractor to provide professionaill wehisilte services which Include consulting and technological advice
retafing to the Tourist Development Council JDC)welosite;and
WHEREAS,there was an Amendment to Agreerrient entered kito on November 17, 2020,to include a
online bookingsystern to the destinations website and adjust compensation to include costs associated with
said service arid
WHEREAS, there was an Arnencirrient to Agreement entered into on; April 21, 2021 to amend the
name of the reservaition blooking system from,Advance Reservations'systenns, Inc. to Root Ileservation, LLC;
and
WHEREAS, there wais an Arnendintent to Agreement entereld into an June 21, 2023 to extend the
Agreement to September 30,2023 to,adjust the cost of baridwldthi 5ervices;and
WHEREAS, iit is necessary to Anwrid the Agreement to, continue the inclus0rii of an onhnie booking
systeni and associated cost with said services, and to aniend the name of the online booking system from
Root Reservation,ILLC to Riple,Inc.;and
NOW,THEREFORE,in consideration of the rnutual covenants contained hereiin the parties agree to
arnend,the Agreernent asfoflows:
1. Paragraph 4 shall be revised to revise item e) Contractor shall continue an online reservation hooking
system with Mpe, Inc, on the destinations website, Changes to, the contracting organizafion, for the
online reservation booking systern shah be sent to TIDC for approval. Contractor shall be reirribursed
associated cost as f0ows-1
a. Frsca,4 Years 2024-20,25 (October 1, 20,23 to September 30, 2 25) cost shall not emceed
$40J)OO/Fiscal Year to be hivoicerll�n quarterly service payments of$10,000,
L The remaining provisions of the Agreement dated August 19,21019 and as amended on, November
17,20201,April 21,2021, and June 21, 20,23 shall remain in full force and effect,
Amendment#4
Two Oceans Dihitai
Contract#�2455
— 74 -
5314
N WTN M]EREOF,the parUes have set ttaO haryls aaind seM on the, day and yeav
1 ,,written.
Board gat' County Cor nmussOn r
xfl � ok, Oeak ot Monroe CCra Y
As
J fj
Dc.*uly Oerk I sar;Chanrrntaaa
pr rKWls� 41,!r�tn wtl'tiffwµ,°rW;'k^
a'y L tlTtla�I,yyS✓1 "e'tg�'wuttl
f MOM ONO W➢O 0 bgIMA&-WN AWS
N"T^R ANT 4 MI��f pRf 9p"�;wduYYCT°
Cooke wr�aenalnuras� tG a aa��C ttaaaata�r L.L.0 dibla Two Ocean Digitall
I
4,7'
�w[�''�yyryw,........,.y�.,'wy.+v gmmmrnww�usrrwm.mwrwrunnueu
IPra":'s,Wnw M'.ent
Name
Date
°N a
m
'I J� col
AND rwo WITNESSES 5
Phnit Name P naat Name
C,tata!t
damendm Feria
two U cansLgasP.an
contwt Via:21$5
75
5315
AMENDMENT(Sth AM(CNDMENT)TO AGREEMENT
THIS AMENDMENT to Agreement dated this 20th day of March.2024 s entered into by
and between,the Board of County Commissioners of Monroe County, a pohtical subdiivision of
the State of Florida (Courty), on behalf of the Tourist Development Council and Cooke
Communications Florida,LLC cl/b/a Two Oceans,Digital hereinafter referred to as "Contractor"'.
WHEREAS,there was an Apreernent entered into on August 1.9,2020 between the parties,
for Contractor to provlde professional webisite services whbch include consulfing and
technologic,A advice relating to,the Tourist Development Couu ncill(TOC)welbsite;and
WHEREAS, 'there was as 1.11 Arnendinient to A8reernent entered into on Novenber 17,
2,0,2,0 to include an,oribne, hooking systeni to tic, destinations we�bsite and adjust corn pip niat ion
to include costs associated with said service; and
WHEREAS, there was as 2""Arnendment to Agreenuent entered into on Aprill 21j 2021 to
arniend the iname of the reservation booking systeni'llrom Advance Reservations ysterns,lnic,to
Root,Reservation, LLC;and
WHEREAS, there was as 3 Id Amendirnent to Agreement entered into on June 21, 2023 to
incirease the Ap,reernent airriount for cost associated w4h,pirovidkiig webtarn services;and
WHEREAS, there wais as 411 Amendment to, Agreement entered into on September 201,
2023 to continue inclusion of an,on1kine book4ig system and assoc0ted coist from sand services
and to arnend the nairne of the on1line lbooking systern frorn Root Reservation, LLC to, Ripe,Inc,;
and
WHEREAS,this Amendment sir,,eii to amend the Agreement to add;,a provusical for Task
Orders to be issued for spe6al projects wh0 shall include and ci 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 consrderation of the rnutual covenaints contained herein the parties
agree to arnend the Agreement as follow.s:
1. Paragraph A.a) shall be revised to read as fokows�:
a), The Contractor stiaR provide,0 services and support as listed in the Scope of Services
at no cha rge to the Cou nty or TDC in exchia nge for the excl usive right to reta I n a I l
advertising revenues generated from the website.7he-TOC shall have. the right to
place sponsorshimp, parinersNp and TDC loigo sugnature(s)on the site, The logo
srgnature(s)will be in a rnutuaRy agreed upon format arid pocation and wHill be no co�st
to the TD,C,In aftition,to the cornpensataon for the bandwidth swvice outfined in
pairagraphi(b),, below,the Contractor maiy also chairge the County for slpe6al projects
Aniendment#5
Two Oceans Dllgiitall
Contract P.-2455
— 76 -
5316
approved lby the TLC'or the TDC Marketing Cihector,outside the Scope of Servrces,
including but not limited to Contractor's attendaince at ediucationall or trarning
iprograms in support of technollogy advances and enhanceme nts,niew sfte
einhancipments,teclhnWogy,equipment,production,maiinteinance costs,webcani,
placements and other enhancemients. These specW projects,sl be paW through
purchase order procedures,and in accordance with the Task Order in arnourits the
total of which shaIl not exceed the budgeted fiscal year kne itern-512 anaLpLoitgLL
Contractor shalt be documented in the fairm of a Task Order and
.......................................................................................................................................
processed as noted in the attached"sample",wNch shalll inchide and outtine th(,,,
scram oaf satrwrics arrod the armrraumwt tra has pauaud fmar curio Ilwmtiramw taf flea sera aw waf Oces.
The Task Order shall ha a irwrd h the TDC or the BCCC dpOe radio—
amount of Task Order.
2� "The remaining provislions of the Agreement dated August 19,2019 and as amended ori
November 17, 2020t, Aprd 21, 2021, one 21,, 21023, and September 201, 2023, shill
remaiin in W force and effect,
THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK
Amendirment 45
Two Oceans Dignall
Contract#:2455
- 77 -
5317
wS,gnnEnvtplW�glra 4ngrnn 310,,45 iF 8,6'97,Ar,a2,34472830,9
IN MTNESS WHEREOF, theparfies have sort their hands-and sea nhands—an the day and year
n. firsj above wrffleni,
< ✓g Gaq^S
Board of Counly CornrniissNoiners'
in Madok, Clerk of Monroe+runny'"
As Depul,y Cleirk Mayor/Chairman
mimmu Ar wA ?%
Cooke tnnrnmu ni utio n Florida,„ LLC d/b/a Two Oceans Digital
b M�
By
President
u
Print Name �w
DaW
AND TWO WITNESSES
ON
qqIIII' 44NN �p4:: gf'.d/�ggypp'' pk, ,r :.�y�^ ryp'q iy
ex
µ �r
Print V4 rr + t"rlrt ua y
CI � g
...�
w
Date:
a1SMt „, :.:
,�rogro�n�ina9onu���g n��»
Two
— 7g -
5318
(Sarnple)
TASK ORDER FOR SPECIAL PROJECT
FOR
(Insert Special Project title)PROJECT
In accordance with the Agreement for Professional Web site and Digital Services for the Tourist
Development Councid (TDC) webs4e made and entered on the 20tth day of Aprill 2,0 0 between
Monroe County, FIL heire0after referred to as the 'County" and Cooke Communications
Florida,LLC d/b/a Two Oceans Digital hereinafter referred to as"Cons uIltaint"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
wrNch wdl The specifically referenced in thjs Task Order and the modification shall be prectselly
desc6bed.
In accordance with Paragraph 4.a)of the Agreement this Task Order sets forth the effective date,
cdornpWt= period,scope of work and payment details for completion of thus special project,
gffoptivq Date ano QQnripiptign Period
This Task Corder is effective on the Day of 2012._(lnsert date). The project
shall be completed wiftri (insert days)days,
Scope of Services
The scope of services,will inclucW Msert Scope of Services
!�21MI?20§01129
The Consultant shW 11 be Ipaiid a lurnp sum airnount of doillais and
........... cenis (insed written aniount of compensation) ($,,..................(msed nurnerical arniount of
compensation),u1pon:completion of the scope of services set forth above,
(Note-Reimove,from,final Task order- If payment needs to be made in installments, then the soope
of services shall Ibe set forth in phases to allow for (payment for comp4letiion at each phase of the
scope of services)
Niotw Task Orders of$100,000 or less shall be approved by the TDC, Task Orders of S 100,000,0 1
or more slhall4 be approved by Ifie BOCC,
(If 100,0100,00 or less)
Approved by the TDC at their meeting held on, (insert date)
If$100,0001,01 or more, include the below signature page and place on BOCC agenda for
approval:
lmsk-Oda 6"S;voal Prv$N,k
Page �of-21
— 79 -
5319
qN t TN ESE WHEREOF, ea is party caUsed thile Task Order to The executed bl;y itS rdulfy authorized
repre entafive,
(SEAL) Board of County Commissioners
Attest: q evt n Mad K Clerk of Monroe oounly
As N e NY ty Clerk tay+ r/Chiatirmarr
Coke Communications Florida,dw LC ddbda Two Oceans Digital
y
President
Print Name
Date.-
AND TWO WITNESSES
(1) ( )
-----------------------------------------------------
Print Name Print Narrr^ue
date', 'Date:
— g0 —
5320
AMENDMENT Wh AMENDMENT)TO.AGREEMENT
THIS AMIENDMENT to Agreement dated this s_L day o;fAU2Ljq2,024, is entered Oto by
and between, the Board of County Comm,iiss ioners 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 Agreernent entered into on August 19,20,20 between the pairlies, for
Contractor to provide professiorrM website services which include consulting and technological
advice relating to the Tourist Development Councfl(TD: C)website; and
WHEREAS,there was a 1111 Amendment to Agreement entered into on Novernber 17, 202,0:to
include a online booking system to the destinations webisite and adjust compensation to include
costs,associated with said servim and
WHEREAS, there was a 2"J Amendment to Agreement entered into on April 21, 2021 to
amend the name of the reservation booking system from Advance Reservations Systerns, Inc to
Root Reservation, LLCM and
WHEREAS, there was a 311J Amendment to Agreement entered into on June 21, 2023 to
extend the Agmernent to $epteniber 30, 202,3 to adjust the cost of bandwidth services; and
WHEREAS, there was a 4",Amendment to Agreenient entered into on, September 20, 2023
to confinue irrcMusiion of the online books ig systern and associated cost for said service and to
amend the name of the online booking systern from Root Reservations, LLC to,Ripe, Inc and
WHEREAS, there was a, 5t'�' Amendment to Agreement entered into on March 210, 2024 to
add the provision for Task Orders to Ibe issued for Speci,M projects assigned to the Contractor, and
WHEREAS it Nas 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 follow&
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 systeni shall be, sent to TDC for approval,
Contractor shall be reimbursed associated cost as follaw&
a, Fiscal Years 2024-2025 (October 1, 2023 to September 30, 2,025) cost for the online
booking system and Contractor work related to the maintenance of the service shall not
exceed $401,0010/Fiscal Year to be paid in monthly installments upon receipt of
defiverables from Ripe for performance of the onfine booking systern services and
snainlenance work provided by Contractor. Of fts amount, payments shall be broken,
down as f6llows'
i Reimbursement to Contractor for Service fees to Ripe, Inc,for the online booking,
system in an amount not to exceed $2,4,01010 to be invoiced on, a monthIly basis, in
the arnount of 52,000
Amendinicnit#6
Two Ocewi Digital
Contract 0.2455
81
5321
ii. Reimbursement to Contractor for work related to the oinfine bookung system for
ongoing p�lafform opfimizations, regular check in rneetings, outreach to Wging
affifiales, co!ntinuious inlegration, ndl management of the System to ensure that
the system, operates smoothly and efficiently. The Contractor spends an,
averagie of 120-140, hours annually on the above tasks related to work on the
onlinle, b,00kinig system at an houdy rate of $125/hour Payment for this work
shall not exceed $16,000/year, The Contractor sh,611 subinift a rnonthily invnice
whuchi shall pir vidle the actual hours worked, The montNy Payment shall be
based upon the actual hour's worked it the hourly rate of$125/hour,
1 The rernainiing proviisoons of the Agreement dated August 19,2020 and as arneinded on
Nov ernber 17, 2020, Aphl 21, 2021, Sune 21, 2023 and March 2,01, 2,024 shall rernain in
full for nid effoct,
Amendment#6
Two Oman Digital
COntract W 455
2
— 82 -
5322
IN WITNESS'WHERJEOF,the parties have suit their hands and seal on the day and year
rutte .
Board olf Colunty Commissioners
tt w q�t ,dok, Clerk of Molnroe County
AI
VAN ,
As Deputy Clerk Mayor/Chairman
u� a WM84T, 1ol��
��ruww�r�r�m w°;rr 'arr°w�,�a'�r�rmrr,
DATE ".�7,._�..w.w
Cooke Corrtimi un,u tion II"I ru'd u, ILILC d/b/a Two Oceans I u at l
By
President
Print aim s� r�u
t
,..,
CO
, m
w,
00
( )Print Name Print Name
Two Ocean Digital
83
5323
AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT
FOR LABOR OR SERVICES
Why/Vendor Namc:
Vendor FEAN: 512251093 ......
Vendor's Authot17cd 1�cprvsentijtiV(�: Themor,K QWke
Addres, IM MWOM S� (Name and Mk�
Cjty�
PhDne Phumb," MWAN zijx
-.............
d�rntaaddAddrcss,
As a nongovernmental entity executing, renc%%1ng, or emenWnp as comr;wt ukh
,,a governnicnit. crithy, Vendor W requiral to provMc an aWaOt umor pcmMy pf
pedug atwshng Mt MW does not Use CO(I'dca't for fabor or Services In
Iorkh) Statutcs.
acc("adarict". with Section, 797,C)6, f'�
,,,Ns cj(,rfjy�rccj in, Section 787.00(.,dp(jj), coej,,�ciori rneans�
I. usog tar awmaNg to uw, physbal Awcc agahat vinyperscare„
2. j�cstrairlin& WaK& co cvnnnAyj or threathig u) restrain, isolan cw
conArte amy ;xrson Whout Jawki awhoriW and agWnm her orths wM,
3. Using do dhg or mher credi nwdwds to,esUrtblish a cdcbd by any person
when labur or services are p4xlged iis a scc,,urfty for the debt, iftlic Vaklc
of the labor cn, serviecs as reasonably assessed is not applied toward
the Qddmion of the dcbt, Te Inph and naurre aid he Wor or smwkc
arc not respectively Jj:Tjjt,(,(j �,Jrjjj dcfinrd�
4 Destroying, rernoving, confiscaring, with hicAding, or
Wsm s V g arry acl W or pirlyxwted ;X a Wa, cw o Hier ininigrai hin
do�,:unient, crr any otheyactual ()r purpirted gqwcrnrrwni ideriMcmiar,
docurnent, of�iny Person;
5. CauMng or thre ating ta, causc. harm to arly pc,,-rson„
6, Enticing or kuMg any person by laud or&x6q cg,
7, Providing a camrMkd subsuuwc as outlined hi Sdwduk I or Sdwdulc
H of Sccdwi 893,4; 3 to any ;wrwmi Pw the puposc of cxWuunjkm cg thut
pcnw,l
As a pcmon awhorized tan Sign orl be-half cad,Vencka', I cvrffly under pernaftics of
prijury that vt7ndor does not use cocrc°ion for labor or services in accordance
with Seckon 787.W Additiontflly�,, Vendor has rt,vk"M SaMn MIQ MoHd,,:r
Statutes, and agrces u; alide I, sarne,
Certificd B K Cvuku xv ace i*
............ ............aUi)106ZCd to Agn on bdwff and th(,r vibove referenced COMPM,
AW horizcd Sigm,"Iture:
Print Narnc: 'v1�!ogrmsKCoMe J
Tit lc
5324
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 d/b/a Two Oceans Digital (hereinafter called the Contractor),
ITNESSETH:
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
e entered into with Contractor, and
NOW THEREFORE, in consideration of the mutual covenants contained herein, the
parties agree as follows:
I. Terra: 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 Didtal Provider Services
for the Monroe County TDC as described below:
a) Kev 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 TDC 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
Website and Digital Services Agreement 1"Y 2020
Two Oceans Digital
ID#2455
5325
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
information, 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.
Website and Digital Services Agreement FY 2020
Two Oceans Digital
ID#2455
5326
e) The Contractor agrees to provide a high-availability firewall with 24/7 monitoring.
f) 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.
j) 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(SECS)practices to
ensure prominent organic search engine rankings.
Website and Digital Services.Agreement FY 2020
Two Oceans Digital
ID#2455
5327
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
Website and Digital Services Agreement FY 2020
Two Oceans Digital
]D#2455
5328
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.
Website and Digital Services Agreement FY 2020
Two Oceans Digital
ID#2455
5329
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 terrn of this
Agreement, appropriate licenses and pen-nits 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.
Website and Digital Services Agreement FY 2020
Two Oceans Digital
lD#2455
5330