Item D02 D2
BOARD OF COUNTY COMMISSIONERS
COUNTY of MONROE Mayor James K.Scholl,District 3
The Florida Keys Mayor Pro Tern Michelle Lincoln,District 2
Craig Cates,District 1
David Rice,District 4
Holly Merrill Raschein,District 5
Board of County Commissioners Meeting
March 25, 2025
Agenda Item Number: D2
2023-3777
BULK ITEM: Yes DEPARTMENT: Tourist Development Council
TIME APPROXIMATE: STAFF CONTACT: Ammie Machan/Jeanne Quinn
N/A
AGENDA ITEM WORDING: Approval to purchase domain names from Key Lime Sailing Club &
Cottages in an amount not to exceed $50,000.
ITEM BACKGROUND:
The TDC at their October 2024 meeting and the BOCC at their November 2024 meeting authorized
President& CEO Kara Franker to oversee the transition of Website and Digital Services Plan including
the procurement of domain names as needed.
VFK approved the expenditure at their meeting of February 5, 2025.
PREVIOUS RELEVANT BOCC ACTION:
The BOCC at its November 2024 previously authorized for the President & CEO of VFK to procure
domain names as needed.
INSURANCE REQUIRED:
No
CONTRACT/AGREEMENT CHANGES:
New Agreement
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
Domain Name Purchase Agreement Draft.pdf
FINANCIAL IMPACT:
Line Item Number: 116-76078-SC 00041 $50,000
1693
Domain Names Purchase Agreement
THIS AGREEMENT (Agreement), made and entered into this day
of , 2025, A.D., by and between Monroe County, Florida, (hereinafter
called the County), and Key Lime Sailing Club & Cottages (hereinafter called the
Company).
WITNESSETH:
WHEREAS, Company has ownership of VisitFloridaKeys.com and international
and related domains (hereinafter called "Domain Names"); and
WHEREAS, 3406 North Roosevelt Blvd. Corporation d/b/a Visit Florida Keys
(VFK), a not-for-profit corporation that supports the Monroe County Tourist Development
Council and is funded in part by the Monroe County Board of County Commissioners
(County) approved the expenditure to purchase said domain names; and
WHEREAS, County desires to enter into this Agreement to purchase said Domain
names from Company; and
NOW THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:
1. Scope of Services: Company shall transfer ownership of Doman Names, attached hereto
as Exhibit A. The transfer of Domain names shall be completed by May 15, 2025.
2. Payment: Upon proof of successful transfer of Domain Names, Company shall be paid a
sum of$50,000 (Fifty Thousand Dollars) upon receipt of an invoice.
This Agreement includes and incorporates by reference the Letter of Intent to purchase
Domain Names.
The following provisions are required by law and policy.
The Agreement is a Public Record under Chapter 119, Florida Statutes. The parties agree
to comply with Chapter 119, Florida Statutes.
Payment will be made in accordance with the Local Government Prompt Payment Act,
218.70, Florida Statutes. Payments due and unpaid under the Agreement shall bear
interest pursuant to the Local Government Prompt Payment Act. Company shall submit
to the County via VFK invoices with Supporting documentation that are acceptable to the
Monroe County Clerk of Court and Comptroller (Clerk). Acceptability to the Clerk is based
on generally accepted accounting principles and such laws, rules, and regulations as
may govern the Clerk's disbursal of funds.
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1694
Maintenance of Records: Company shall maintain all books, records, and documents
directly pertinent to performance under this Agreement in accordance with generally
accepted accounting principles consistently applied
Governing Law, Venue, Interpretation, Costs, and Fees: This Agreement shall be
governed by and construed in accordance with the laws of the State of Florida applicable
to contracts made and to be performed entirely in the State. In the event that any cause
of action or administrative proceeding is instituted for the enforcement or interpretation
of this Agreement, the County and Company agree that venue shall lie in the
appropriate court or before the appropriate administrative body in Monroe County,
Florida. This Agreement shall not be subject to arbitration.
Attorney's Fees and Costs: The Parties agree that in the event any cause of action or
administrative proceeding is initiated or defended by any party relative to the enforcement
or interpretation of this Agreement, the prevailing party shall be entitled to reasonable
attorney's fees and court costs, as an award against the non-pre prevailing party, and
shall include attorney's fees and courts costs in appellate proceedings. Mediation
proceedings initiated and conducted pursuant to this Agreement shall be in accordance
with the Florida Rules of Civil Procedure and usual and customary procedures required
by the circuit court of Monroe County.
Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the
terms, or any of them, of this Agreement to enforce or attempt to enforce any third-party
claim or entitlement to or benefit of any service or program contemplated hereunder, and
County and the Company agree that neither the County nor the Company or any agent,
officer, or employee of either shall have the authority to inform, counsel, or otherwise
indicate that any particular individual or group of individuals, entity or entities, have
entitlements or benefits under this Agreement separate and apart, inferior to, or superior
to the community in general or for the purposes contemplated in this Agreement.
No Personal Liability: No covenant or agreement contained herein shall be deemed to
be a covenant or agreement of any member, officer, agent or employee of County in his
or her individual capacity, and no member, officer, agent or employee of County shall be
liable personally on this Agreement or be subject to any personal liability or accountability
by reason of the execution of this Agreement.
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1695
IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year
first above written.
(SEAL) Board of County Commissioners
Attest: Kevin Madok, Clerk of Monroe County
As Deputy Clerk Mayor/Chairman
Key Lime Sailing Club & Cottages, Inc.
By
President
Print Name
Date:
AND TWO WITNESSES
(1) (2)
(1) (2)
Print Name Print Name
Date: Date:
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1696
Exhibit
List of Doman Names
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visiffloridakeysty.coin
visiffloridLILey,sjo
visiffloridalsey,s.org
visiffloridLILey,smet
visiffloridakeys.
visiffloridLliey,s.co.ul<-
visiffloridakeyshotels.com
visiffloridakevsresorts.com
visiffloridakey,s.tv
visiffloridLILey,s.ine
vi sifflori dakeys.agency
visiffloridLliey,s.qi
visiffloridakeys.
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visiffloridasley,s.blog
visiffloridLliey,s.cloud
visiffloridakeys.com.ph
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visiffloridakeys.design
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visiffloridakeys.
visiffloridLlce�,s. roue
visiffloridglie s.guide
visiffloridakeys.homes
visiffloridakevs.intemational
visiffloridakeys.1i
visiffloridLI,Le�,slive
visiffloridakeys.inedi
visiffloridg_lie s.news
visiffloridakeys.onlin
visiffloridLI,Le�,sh
visiffloridakeys.photogEWhy
visiffloridLI,Le�,srent
visiffloridakeys.rocks
vi siffloridakeys.services
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visiffloridLI,Le�,ssite�
visiffloridakeys.solutions
visiffloridLliey,s.,spqce
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vi siffloridakeys.support
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visiffloridLILey,s.tech
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1697
Exhibit
List of Doman Names
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vi sifflori dakev s.web site
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visitfloridakeys.co
visiffloridLILey,s.club
visiffloridakeys.cc
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visiffloridLI,Le�,sinfo
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visiffloridLILey,s.biz
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1698
Visit Florida Keys/Monroe County Tourist Development Council
1201 White Street#102
Key West,t L 33040
Jianuary28,2025
Paul Keever
Kay Ume wiling Club&Cottages
101425 Overseas Highway#922
Kay Largo,FL33037
"act:Latter of Intent to Purchase Domain Mama;VisitFlorldaKeyscom
Dear Mr.Keever:
This letter constitutes a Letter of intent(LOi)expressing our interest in ecquiringthe domain name"VisitRoridaKeys.com,
Including all Internationat versions of that domain that you own,from you"Key Lime Salting Club&Cottages'%
We propose to purchase the Domain Name(s)for:
-The aura of$50,000.00 to be invoiced to the TDC after transfer of ownership
Ongoing presence on the Visit Florida Keys/TDC consumer-facing website
-Priority placement in co-op advertising for 2025
This LOI is subject to the following conditions:
• Due Diligence:We reserve the right to conduct due diligence on the Domain Name(s),including but not limited to:
o verifying ownership and registration of the Domain Name(s).
a Investigating any potential trademark or Intellectual property rights issues related to the domain Name(s).
This LOI shall remain in effect for ninety(90)days from the date hereof.
We believe this proposed transaction presents Et mutually beneficial,opportunity.We took forward to your prompt
consideration of this LOI.
Sincerely,
Diane Schmidt,Chairperson
Monroe County Tourist Development Council
Paul Keever
Key Lime Sailing Club&C are
Date: 13 �
1699
a
Liz Yongue
From: Gomez-Krystal <Gomez-Krystal@MonroeCounty-FL.Gov>
Sent: Monday, March 24, 2025 11:01 AM
To: Ballard-Lindsey; County Commissioners and Aides; Kevin Madok; Pamela Hancock;
Senior Management Team and Aides; Liz Yongue; InternalAudit
Cc: Shillinger-Bob; Williams-Jethon; Cioffari-Cheryl; Livengood-Kristen; Rubio-Suzanne;
Pam Radloff; County-Attorney; Allen-John; Cioffari-Cheryl; Danise Henriquez; Hurley-
Christine; Rosch-Mark; Gambuzza-Dina; Beyers-John; Liz Yongue; Powell-Barbara;
Pamela Hancock; Pam Radloff; Valcheva-Svilena; Guerra-Cynthia
Subject: Item D2 BOCC 03/25/2025 DELETION
Attachments: D2.pdf
Good morning,
Please be advised,the agenda item D2 will be deleted.
Approval to purchase domain names from Key Lime Sailing Club& Cottages in an amount not to exceed$50,000."
The Agenda Item summary is attached.
Sincerely,
Executive Administrator
Monroe County Administrator's Office
1100 Simonton Street, Suite 2-205
Key West, FL 33040
(305)292-4441 (Office)
(305)850-8694(Cell)
Courier Stop#1
Notary Public
w.r onryec_ u�n1yy: .....gpy
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