Item E5
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: SEPTEMBER 21, 2005
Division:
TDC
Bulk Item: Yes ~
No
Department:
Staff Contact Person: Maxine Pacini
AGENDA ITEM \\lORDING:
Approval of an Agreement with Cooke Communications LLC., a Delaware Limited Liability
company doing business as FloridaKeys.com and Key West.com to provide website services which
promote tourism from October 1, 2005 through to September 30, 2008 within an option to extend for
an additional two year period.
ITEM BACKGROUND:
TDC approved same at their meeting of August 31, 2005.
PREVIOUS RELEVANT BOCC ACTION:
CONTRACT/AGREEMENT CHANGES:
New Contract
STAFF RECOMMENDATIONS:
Approval
TOTAL COST: $35,000 for Bandwidth Service
COST TO COUNTY: $35.000
BUDGETED: Yes -L No
SOURCE OF FUNDS: TDC
REVENUE PRODUCING: Yes --.lL No
AMOUNTPERMONTH_ Year
APPROVED BY: County Atty ~
OMB/Purchasing ~ Risk Management L~
;Z??~,' '::, ,/)//~) ~"
/, ' /' if /'
~ ,/,~l /,' _ ,/
t ~~ , ? ~{LL~/
(Lynda Stuart)
DIVISION DIRECTOR APPROVAL:
DOCUMENTATION:
Included X
Not Required___~_m,,_
DISPOSITION:
AGENDA ITEM #
Revised 2/05
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with: Cooke Communications LLe Contract
Effective Date: 10ll/05
Expiration Date:
Contract Purpose/Description:
Approval of an Agreement with Cooke Communications LLC., a Delaware Limited
Liabilitv company doing business as FloridaKeys.com and Key West.com to provide
website services which promote tourism from October 1, 2005 through to September 30,
2008 within an option to extend tor an additional two vear period.
Contract Manager: Maxine Pacini 3523 TDC # 3
(Name) (Ext. ) (Department/Stop #)
for BOCC meeting on 9/21/05 Agenda Deadline 9/6/05
CONTRACT COSTS
Total Dollar Value of Contract: $ 35,000
Budgeted? YeslS] No 0 Account Codes
Grant: $
County Match: $
Current Year Portion: $
115-75035-530340- T65M-230X-530340
-
~-~~-
ADDITIONAL COSTS
Estimated Ongoing Costs: $~yr For:
(N ot included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
-
---
CONTRACT REVIEW
Division Director
Date Out
Risk Management
, \f0
! .M.B./Purbl\asmg
L
County Attorney
~3o
-~~'
/"
YesO NoLL( __~_ S.Hutton
Comments:
OMB Foml Revised 2/27/01 MCP #2
CONTRACT
THIS CONTRACT. made and entered into this _ day of ,2005, AD., by and
between MONROE COUNTY, FLORIDA, (hereinafter sometimes called the "COUNTY"), and
Cooke Communications LLC., a Delaware limited liabiJity company doing business as
~FloridaKeys.com and Key West.rom", (hereinafter called the "FIRM'").
WHEREAS, FIRM is qualified to provide website services which promote tourism, and
WHEREAS, the Tourist Development Council (TOC) has recommended to COUNTY that
FIRM be awarded a contract for website services, and
WHEREAS. the COUNTY has determined it to be in the interest of tourism promotion to
enter into this Contract for website provider services with the FIRM,
NOW THEREFORE, in consideration of the mutual covenants and provisions contained
herein, the parties agree as follows: That the parties hereto, for the consideration hereinafter set
forth, mutually agree as follow:
1. THE CONTRACT
The Contract between the COUNTY and the FIRM, of which this Contract is a part, consists of
the Contract documents, which are as follows: This Contract and any amendments executed by
the parties hereafter, together with the response to RFP and all required insurance
documentation. In the event of a discrepancy between the documents, precedence shall be
determined by the order of the documents as just listed.
2. SCOPE OF THE WORK
The FIRM shall provide Website Provider services for the Monroe County TOC as described
below:
a) Kev Personnel: This Contract is a "professional services Contract" with the
expectation that principal personnel will be performing the services. A list of the
principal personnel will be given to the TOe for their record and the TOC shall be
informed of any changes in TOC Account Managers position.
b) At feast one account manager( s) shall meet with the Monroe County TOC at all
regularly scheduled meetings of the TOC and at any other times as directed by the
TDC.
c) The FIRM agrees to assign a Website Account Manager 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 Account Manager or FIRM's
assigned representative wm include contact as required with the Chairman of the
TDC and Marketing Director or other designee. Other duties include consultations
with TOC staff, TOC Advisory Committees from the five districts and Umbrella
Committees within the Keys as directed by the TOC; participation in, and
coordination of other related areas of tourism development as it relates to the
development of an effective website marketing program to the TOC as designated
in Section within the Scope of Services.
FloridaKeys,com Websire Provider 2005
3. The FIRM agrees to the following services:
a) The FIRM shall design, program and maintain host site (the Worldwide Web) for the
COUNTY on behalf of the TDe who retains aU approvals.
b) The site shall be comprehensive induding a home page, TDC district content, special
umbrella sections, places to stay, things to do and see, a calendar of events,
accommodations search programs, transportation, news releases, emergency crisis
management situation changes, electronic brochures, videos, live cams, and other site
categories which may require regular updating as deemed appropriate for marketing
purposes by the TOC.
c) The FIRM must be available to meet with District Advisory Committees, Umbrella
Committees, marketing agencies of record, TOC board and TOC staff at regular set
meetings or upon request.
d) The FIRM agrees that the TOC will have editorial control and approval of the site and an
contents.
e) The FIRM agrees that the TOC along with their marketing agencies of record have the
right to provide input into the design and creative content of the site. This shalf be done by
FIRM upon approval of the TOC and direction by the TDC director.
f) The FIRM shall furnish and maintain real time images (live web cams) on the ToC
website at different locations or events in Monroe County as mutually agreed by all parties.
g) The FIRM shall furnish the setup and the capability to download any of the TOC
promotional collateral products as on-tine electronic fuffjUment. These should be in portable
document format (POF) and the FIRM shall provide a monthly report on the number of
downloads of each category
h) The FIRM shall provide a search mechanism for the site.
i) The FIRM shall furnish the setup and capability to develop travef trade fulfillment such as
travel agent request forms and meeting planner's RFP forms to be sent electronically.
j) The FIRM shall furnish a list server service to capture e-mail addresses for Monroe
County TOC promotions. The TOC will own the e-mail addresses for their promotional use
only.
k) The FfRM must host the site with state of the art equipment connected to high tier of the
fntemet backbone. The FlRM should host the site on redundant drives or redundant
services.
I) The FIRM shalf guarantee service uptime at over 99% except as excused by the
conditions of the Force Majeure paragraph of this Contract.
FIoridaKeys.com Website Provider 2005
2
m) The FIRM agrees to identify and fumish safe guards and backups located in different
geographical areas to protect electronic data and programming from both natural and
manmade disasters so to provide continuous service.
n) The FIRM shall submit the site to aU major search engines on a regular basis to be
determined by meeting the submission policies each of the various search engines.
o} The FIRM shall fumish monthly reports to the TOe which wiU track the number of user
sessionsJ most requested pages, top referring URLs, top search engines, top search
keywords or phrase, and other requested TOe research assessment of services reports.
The report numbers may be audited and verified by an independent entity,
p) The FIRM shall have the right to create websitesJ click-throughs and Internet ads for our
tourism industry partners and charge the industry for those services. The FIRM agrees to
have dedicated sales staff to adequately cover aU of Monroe County in equal marketing
sales distribution efforts.
q) The FIRM shall implement a password protected content management interface
capability to be utilized by the FIRM, TOe director and TOe marketing agencies of record.
r) The TOC shall have the sole and exclusive right to the authorization of sales,
merchandisingJ reservation system or any mOde of revenue producing program, which
authorization shall be established through guidelines approved by the TOC as shown in
Exhibit A.
s) The TOe agrees that the artwork, editorial and photographic material _ to be commonly
known as Jdata' collected or prepared by the TOC and/or its contracted agencies win be
released to FIRM at no charge for use solely in the official web site, unless protected by
copyrights, exclusive-use agreement.
t) The TOC shall have the ability for the TOC Web Editor to manage free listings on the site
in tourism categories approved by the TOC.
4. (;'QMP1;NSATION:
a) The FIRM shall provide all services and support as listed in the Scope of Services at
no charge to COUNTY or TOC in exchange for the exclusive right of advertising revenues
generated from the website. The TOe shall have the right to place sponsorship or partnership
logo signature( s) on the site. The logo signature( s) in a mutually agreed upon format and
location will be at no cost to the TOC.
The FIRM may charge the COUNTY for special projects approved by the TOC 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 specjaJ projects shall
be paid for through normal COUNTY purchase order procedures.
b) Bandwidth Service - FIRM will be paid on an annual basis, a fee for the service
providing electronic brOchures and downlOading of videos from the website. These downloads
are expected to average over 10,000 gigabytes of bandwidth transfer per year with great spike
fluctuations occurring with certain events or news. FIRM shall have enough bandwidth capacity
to handle this average load in addition to having immediate access to additional bandwidth
capacity as such peak times or events dictate. The annual cost for this service will be $35,000
AoridaKeys.com Website Provider 2005
3
which shall be paid in eleven (11) monthly payments of $2,916 and one (1) payment of $2,924.
Upon approval to exercise option to extend this contract 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 Contract is contingent upon an annual appropriation by the BOCC.
e) Advertising sales guidelines are established within Exhibit A
5. TERM OF CQNTRACT: The term of this Contrad is for three years, commencing on the
1 It day of October, 2005, and ending on the 30th day of September, 2008, with an option to
extend for an additional two (2) year periOd.
6. FIRM'S ACCEPTANCE OF CONDITIONS
a) The FIRM hereby agrees that it has carefully examined the specifications for which
the FIRM shan provide services and assumes full responsibility therefore. The provisions of the
Contrad shall control any inconsistent provisions contained in the specifications. Under no
circumstances, conditions, or situations shan this Contrad be more strongly construed against
the COUNTY than against the FIRM.
b) Any ambiguity or uncertainty in the specifications shall be interpreted and
construed by the COUNTY, and the COUNTYs decision shaff be final and binding upon aU
parties.
c) The passing, approval, and/or acceptance by the COUNTY of any of the services
furnished by the FIRM shall not operate as a waiver by the COUNTY of strict compliance with
the terms of this Contrad, and specifications covering the services. Failure on the part of the
FIRM, immediately after Notice to Correct shall entitle the COUNTY, if it sees fit, to correct same
and recover the reasonable cost of such replacement and/or repair from the FIRM, who in any
event shaU be jointly and severally liable to the COUNTY for aJI damage, foss, and expense
caused to the COUNTY by reason of the FIRM's breach of this Contract and/or his failure to
comply strictly and in aU things with this Contract and with the specifications.
d) The FIRM agrees that the TOe may designate representatives to visit the FIRM's
facility(ies) Periodically to evaluate operations during the FIRM's normal business hours.
e) The FIRM has, and shall maintain throughout the term of this Contract, appropriate
licenses and approvals required to conduct its business, and that it will at aU times conduct its
business activities in a reputable manner. Proof of such licenses and approvals shall be
submitted to the COUNTY upon request.
7. FIRM'S FINANCIAl RECORQ~
FIRM shall maintain all books, records, and documents directly pertinent to performance under
this Contract in accordance with generally accepted accounting principles consistently applied.
Each party to this Contract or their authorized representatives shall have reasonable and timely
access to such records of each other party to this Contract for public records purposes during
the term of the Contrad and for four years following the termination of this Contract. If an
auditor employed by the COUNTY or Clerk determines that monies paid to FIRM pursuant to
this Contrad were spent for purposes not authorized by this Contract, the FIRM shall repay the
monies together with interest calculated pursuant to Sec. 55.03, FS, running from the date the
monies were paid to FIRM.
8. PUBLIC ACCESS
The COUNTY and FIRM shaff allow and permit reasonable access to, and inspection of, all
documents, papers, letters or other materials in its possession or under its control subject to the
provisions of Chapter 119, Florida Statutes, and made or received by the COUNTY and FIRM in
FloridaKeys,com Website Provider 2005
4
conjunction with this Contract; and the COUNTY shalf have the right to unifateraUy canceJ this
Contract upon violation of this provision by FIRM.
9. HOLD HARMlES~
The FIRM covenants and agrees to indemnify and hold harmless Monroe County Board of
County Commissioners and the TDC from any and aU daims for bodily injury (induding death),
personaJ injury, and property damage (induding property owned by Monroe County) and any
other losses, damages, and expenses (including attorney's fees) which arise out of, in
connection with, or by reason of services provided by the FIRM or any of its Subcontractor( s) in
any tier, occasioned by the negligence, errors, or other wrongful act of omission of the FIRM or
its Subcontractors in any tier, their employees, or agents.
The ex1ent of liability is in no way limited to, reduced, or lessened by the insurance requirements
contained ejsewhere within this Contract.
10. INDEPENDENT CONTRACT08
At all times and for all purposes under this Contract the FIRM is an independent Contractor and
not an employee of the Board of County Commissioners of Monroe County. No statement
contained in this Contract shall be construed so as to find the FIRM or any of his employees,
Contractors, servants, or agents to be employees of the Board of County Commissioners of
Monroe County.
11. NONDISCRIMJNA TION
COUNTY and FIRM agree that there will be no discrimination against any person, and it is
expressly understood that upon a determination by a court of competent jurisdiction that
discrimination has occurred, this Contract automatically terminates without any further action on
the part of any party, effective the date of the court order. COUNTY or FIRM agree to comply
with all Federal and Florida statutes, and aU local ordinances, as applicable, relating to
nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of
1964 (Pt 88-352) which prohibits discrimination on the basis of race, color or nationa' origin; 2)
Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685-
1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act
of 1973, as amended (20 USCs.794), which prohibits discrimination on the basis of handicaps;
4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits
discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (Pl 92-
255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of
1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or
alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 69Odd-3 and
290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patent records; 8)
Titfe VIII of the Civil Rights Act of 1968 (42 use s. et S8q.), as amended, relating to
nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities
Act of 1990 (42 USCs. 1201 Note), as maybe amended from time to time, relating to
nondiscrimination on the basis of disability; 10) Monroe County Code eh. 13, Art. VI, prohibiting
discrimination on the bases of race, color, sex, religion, disability, national origin, ancestry,
sexual orientation, gender identity or expression, familial status or age; and 11) Any other
nondiscrimination proviSions in any Federal or state statutes which may apply to the parties to,
or the subject matter of, this Contract.
FloridaKeys.com Website Provider 2005
5
12. ASSIGNMeNT/$UBCQNTRACT
The FIRM shaU not assign or subcontract its obUgations under this Contract, except in writing
and with the prior written approval of the Board of County Commissioners of Monroe COUnty
and FIRM. which approval shaff be subject to such conditions and provisions as the Board may
deem necessary and pursuant to the recommendation of the COUNTY Court Administrative
Judge. This paragraph $haJJ be incorporated by reference into any assignment or subcontract
and any assignee or subcontractor shall comply with all of the proviSions of this Contract.
Unless expressly provided for therein, such approval shan in no manner or event be deemed to
impose any additiona' obligation upon the board.
13. CO"dPLIANCE WITH LAW
In providing an services/goods pursuant to this Contract, the FIRM shall abide by aU statutes,
ordinances, rules and regulations pertaining to, or regulating the provisions of, such services,
including those now in effect and hereinafter adopted. Any violation of said statutes,
ordinances. rules and regulations shall constitute a material breach of this Contract and shaJJ
entitle the Board to terminate this Contract immediately upon delivery of written notice of
termination to the FIRM. The FIRM shall possess proper licenses to perform work in
accordance with these specifications throughout the term of this Contract.
14. DISCLOSURE AND CQ"lFlICT OF INTEREST
The FIRM represents that it, its directors. principles and employees, presently have no interest
and shaU acquire no interest, either direct or indirect, which would conflict in any manner with
the performance of services required by this Contract, as provided in Sect. 112.311, et. seq.,
Florida Statutes. COUNTY agrees that officers and employees of the COUNTY recognize and
will be required to comply with the standards of conduct for public officers and employees as
deUneated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or
acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of
public position, conflicting employment or Contractual relationship; and disclosure or use of
certain information.
Upon execution of this Contract, and thereafter as changes may require, the FIRM shall notify
the COUNTY of any financial interest it may have in any and aU programs in Monroe County
which the FIRM sponsors, endorses, recommends, Supervises, or requires for counseling,
assistance, evaluation, or treatment. This proviSion shall apply whether or not such program is
required by statute, as a condition of probation, or is provided on a voluntary basis.
The COUNTY and FIRM warrant that, in respect to itself, it has neither employed nor retained
any company or person, other than a bona fide employee working solely for it, to solicit or
secure this Contract and that it has not paid or agreed to pay any person, company, corporation,
individual, or firm, other than a bona fide employee working solely for it, any fee, commission,
percentage, gift, or other consideration contingent upon or resulting from the award or making of
this Contract. For the breach or violation of the provision, the FIRM agrees that the COUNTY
shall have the right to terminate this Contract without liability and, at its discretion, to offset from
monies owed, or otherwise recover, the full amount of such fee, commission, percentage, gift, or
consideration.
FloridaKeys.com Website Provider 2005
6
15. ARREAR~
The FIRM shan not pledge the COUNTYs credit or make it a guarantor of payment or surety for
any Contrad, debt, obligation, judgment, lien, or any form of indebtedness. The FIRM further
warrants and represents that it has no obligation or indebtedness that would impair its ability to
fulfill the terms of this Contract.
16. NOTICE REQUIR~MEtiI
Any notice required or permitted under this Contract shafJ be in writing and hand delivered or
maHed, postage prepaid, to the other party by certified mail, returned receipt requested, to the
following:
FOR COUNTY
Mr. Harold Wheeler
Monroe County TOe
1201 White Street, Suite 102
Key West, FL 33040
FOR FIRM:
Thomas Cooke, CEO
FloridaKeys.com
1201 White Street, Suite 103
Key West, FL 33040
17. TAXES
The COUNTY is exempt from payment of Florida State Sales and Use taxes. The FIRM shan
not be exempted by virtue of the COUNTY's exemption from paying sales tax to its suppliers for
materials used to fulfill its obligations under this Contract, nor is the FIRM authorized to use the
COUNTY's Tax Exemption Number in securing such materials. The FIRM shall be responsible
for any and all taxes, or payments of withholding, related to services rendered under this
Contract.
and
COUNTY Attorney
PO Box 1026
Key West, FL. 33041-1026
18. TERMINATION
a) The COUNTY may terminate this Contract for cause with seven (7) days notice to
the FIRM. Cause shall constitute a breach of the obligations of the FIRM to
perform the services enumerated as the FIRMJs obligations under this Contract.
b) Either of the parties hereto may terminate this Contrad without cause by giving the
other party ninety days (90) days written notice of its intention to do so.
19. GQVERNING LAW. VENUE. INTERPRETATION. COSTS. AND F~ES
a) This Contract shall be governed by and construed in accordance with the Jaws of
the State of Florida applicable to Contracts made and to be performed entirely in the State.
b} In the event that any cause 01 action or administrative proceeding is instituted for
the enforcement or interpretation of this Contract, the COUNTY and FIRM agree that venue will
lie in the appropriate court or before the appropriate administrative body in Monroe County !
Florida.
c} The COUNTY and FIRM agree that, in the event of conflicting interpretations of
the terms or a term of this Contract by or between any of them the issue shall be submItted to
mediation prior to the institution of any other administrative or legal proceeding.
FloridaKeys.com Website Provider 2005
7
d) SeverabUity. If any term, covenant. condition or provision of this Contract (or the
application thereof to any circumstance or person) shaH be declared invalid or unenforceable to
any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and
provisions of this Contract, shan not be affected thereby; and each remaining term, covenant,
condition and provision of this Contract shall be valid and shan be enforceable to the fullest
extent permitted by Jaw unless the enforcement of the remaining terms, covenants, conditions
and provisions of this Contract would prevent the accomplishment of the original intent of this
Contract. The COUNTY and FIRM agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as poSSible to the intent of the stricken
provision.
e) Attorney's Fees and Costs. The COUNTY and FIRM 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 Contra~ the prevaifing party shall be entitled to reasonable
attorney's fees, court costs. investigative, and out-of-pocket expenses. as an award against the
non-prevamng party, and shalf include attorney's fees. courts costs, investigative. and out-of.
pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted
pursuant to this Contract shall be in accordance with the Florida Rules of Civil Procedure and
usual and"customary procedures required by the circuit court of Monroe County .
1) Adjudication of Disputes or Disagreements. COUNTY and FIRM agree that all
disputes and disagreements shall be attempted to be resolved by meet and confer sessions
between representatives of each of the parties. If no resolution can be agreed upon within 30
days after the first meet and confer session, the issue or issues shall be diSCUssed at a public
meeting of the Board of County Commissioners. If the issue or issues are still not resolved to
the satisfaction of the parties, then any party shall have the right to seek such relief or remedy
as may be provided by this Contract or by Florida law.
g) Cooperation, In the event any administrative or legal proceeding is instituted
against either party relating to the fonnation, execution, petformancs, or breach of this Contract,
COUNTY and FIRM agree to participate, to the extent required by the other party, in all
Proceedings, hearings, processes, meetings, and other activities related to the substance of this
Contract or provision of the services under this Contract. COUNTY and FIRM specifically agree
that no party to this Contract shall be required to enter into any arbitration procee<:fings related to
this Contract.
20. BINDING eFFECT
The terms, covenants, COnditions. and provisions of this Contract shall bind and inure to the
benefit of the COUNTY and FIRM and their respective legal representatives, successors, and
assigns.
21. AUTHORITY
Each party represents and warrants to the other that the execution, delivery and performance of
this Contrad have been duly authorized by all necessary COUNTY and COrporate action, as
required by law.
22. CLAIMS FOR FEDERAL OR STATE AIQ
FIRM and COUNTY agree that each shall be, and is, empowered to apply for, seek, and obtain
federal and state funds to further the purpose of this Contract; provided that all applications,
requests, grant Proposals, and funding solicitations shalt be approved by each party prior to
,ubmission.
FtoridaKeys.com Website ~ider 2005
8
23. PRNllEGES AND JMMUNITIE~
AU of the privileges and immunities from liability, exemptions from laws, ordinances, and rules
and pensions and relief, disability, workers' compensation, and other benefits which apply to the
activity of officers, agents, or employees of any public agents or employees of the COUNTY,
when performing their respective functions under this Contract within the tenitoriaJ fimits of the
COUNTY shall apply to the same degree and extent to the performance of such functions and
duties of such officers, agents, volunteers, or employees outside the territorial limits of the
COUNTY.
24. LE~l OBU~ TJONS AND RESPQNSIBILlTIf;S
Non-Defegation of Constitutional or Statutory Duties. This Contract is not intended to, nor shall
it be construed as, relieving any participating entity from any obligation or responsibility imposed
upon the entity by law except to the extent of actual and timely performance thereof by any
participating entity, in which case the performance may be offered in satisfaction of the
obligation or responsibility. Further, this Contract is not intended to, nor shall it be construed as,
authorizing the delegation of the constitutionaf or statutory duties of the COUNTY, except to the
extent permitted by the Florida constitution, state statute, and case law.
25. NON-RELIANCE BY NON-PARTIE~.
No person or entity shall be entitled to rely upon the terms of this Contract to enforce or attempt
to enforce any third-party claim or entitlement to or benefit of any service or program
contemplated hereunder, and the COUNTY and the FIRM agree that neither the COUNTY nor
the FIRM 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 Contract separate and apart, inferior to, or superior to the
community in general or for the purposes contemplated in this Contract.
26. ATTESTATIQNS
FIRM agrees to execute such documents as the COUNTY may reasonably require, to include a
Public Entity Crime Statement, an Ethics Statement, and a Drug-Free Workplace Statement.
27. NO PER~QNAL LIABILITY
No covenant or agreement contained herein shall be deemed to be a covenant or agreement of
any member, officer, agent or employee of Monroe County in his or her individual capacity, and
no member, officer, agent or employee of Monroe County shalt be liable personally on this
Contract or be subject to any personal liability or accountability by reason of the execution of
this Contract.
28. INSURANCE: The FIRM shaff maintain the following required insurance throughout the
entire term of this contract and any extensions. Failure to comply with this provision may result
in the immediate suspension of all work untiJ the required insurance has been reinstated or
replaced. Delays in the completion of work resulting from the failure of the FIRM to maintain the
required insurance shan not extend any deadlines specified in this contract and any penalties
and failure to perform assessments shan be imposed as if the work had not been suspended,
except for FIRM's failure to maintain the required insurance.
The FIRM shall provide, to the COUNTY, as satisfactory evidence of the required
insurance, either:
· Certificate of Insurance
or
FloridaKeys.com Website Provider 2005
9
· A Certified copy of the aduat insurance policy
The COUNTY, at its sole option, has the right to request a certified copy of any or aU
insurance policies required by this contract.
AU Insurance policies must spedfiy that they have a thirty (3D) day notice of cancellation,
non-renewal, material change in policy language or reduction in coverage.
The acceptance and/or approval of the FIRM's insurance sha" not be construed as
relieving the FIRM from any liability or obligation assumed under this agreement or imposed by
law.
The Monroe County Board of County Commissioners, its employees and officials shalf be
included as an "Additional Insured' on aU insurance policies, (except for Workers'
Compensation.) as their interests may appear in aU policies issued to satisfy these
requirements.
Any deviations from these General Insurance Requirements must be requested in writing
on the COUNTY prepared form entitled "Request for Waiver of Insurance Requirements'". Any
deviation must be approved in writing by Monroe County Risk Management.
A. Prior to the commencement of work govemed by this agreement the FIRM shan
obtain Workers' Compensation Insurance with limits sufficient to comply with Florida Statute
440.
In addition, the FIRM shalf obtain Employers' liability Insurance with limits of not
less than:
$100,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease
$100,000 BodHy 'njury by Disease, each employee
Coverage shall be maintained throughout the entire term of this agreement.
Coverage sha" be provided by a company or companies authorized to transact
business in the state of Florida and the company or companies must maintain a minimum rating
of A-V1, as assigned by the AM. Best Company.
B. Prior to the commencement of work govemed by this agreement the FIRM shall
obtain GeneraJ Liability Insurance. Coverage shall be maintained throughout the life of the
agreement and include, as a minimum:
.. Premises Operations
.. Products and Completed Operations
.. Blanket Contractuat liability
* Personal 'Injury liability
* Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$1,000,000 per occurrence, and $1,000,000 aggregate
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per person
$1,000,000 per Occurrence
$ 100,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a Claims
Made policy, its provisions should include coverage for claims filed on or after the effective date
of this agreement. In addition, the period for which claims may be reported should extend for a
minimum of twelve (12) months following the acceptance of work by the COUNTY.
The Monroe County Board of County Commissioners shall be named as Additional
Insured as their interests may appear (see attached document for full text) on aU insurance
policies issued to satisfy the above requirements.
FloridaKeys.com Website Provider 2005
10
29. EXECUTIQN IN COUNTERP~TS
This Contract may be executed in any number of counterparts, each of which shaH be regarded
as an original, aU of which taken together shall constitute one and the same instrument and any
of the parties hereto may execute this Contrad by signing any such counterpart.
30. SECTIO,.. HEADINGS
Section headings have been inserted in this Contract as a matter of convenience of reference
only, and it is agreed that such section headings are not a part of this Contract and wiU not be
used in the interpretation of any provision of this Contract.
IN WITNESS WHEREOF the parties hereto have executed this Contract on the day and
date first written above in five (5) counterpartsf each of which shallf without proof or accounting
for the other counterparts, be deemed an original Contract.
(SEAL)
Attest DANNY l. KOLHAGE, CLERK
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By:
Deputy Clerk
By:
Mayor/Chairman
(SEAl)
Cooke Communications l.l.C., a Delaware
limited liability Company Doing Business as
FloridaKeys.comlKeyWest.com
Attest
[&1' /~
(~,;... ! ~ . Fl
.............. ~
WITNESS
./".r/ !
By: (J ,>z::>
pfesident
.~ z:;,'~'"
-. :-,.,.-.-.-. ,,,-- . -.
., " ,~?
c:: . _p
II
FloridaKeys.com Website Provider 200.1
Website Provider Sales Guidelines
EXHIBIT A
This document will serve as guidelines and authorization to facilitate the web site provider sales for the
Monroe County Tourist Development Council (TDC) website.
Advertising:
Banner Ads
The FIRl\f will have the opportunity to sell and place banner ads on the Web site. The banner ads should
conform to Internet standards pertaining to size and functionality to be approved by the TDC. One (1)
rotating 468x60 banner ad and one (1) fixed 120x240 banner ad per web page.
HypcrUnks
Advertising in the form of transporting hyperlinks can be sold throughout the Web site. The TDC will
allow links to tourist industry associations or organizations such as chambers of commerce, lodging
associations, attractions, etc. at no cost at agreeable locations.
Web Cam Sponsorships
FIRM can sell sponsorships for live Web cams at different locations throughout the Keys.
Advertising Allowances and Restrictions
1. FIRM can sell advertising to any national or international business that has a tourist related
business interest in the Florida Keys.
2. Local businesses should be limited to advertising in the Web site section relating to the
geographical region (TDC District) where the business is conducted. If business is conducted
throughout the Keys, then that company can advertise throughout the entire Web site.
3. As new forms of Internet advertising evolve, the FIRM wiIl have the opportunity to incorporate
these as well, however, prior to implementation the firm should receive approval from the TDC.
Merchandising
There is to be no TDC related merchandising agreement without TDC approval in advance.
Reservation Services
There is no TDC Web site related reservation service as of this date.
FloridaKeys,com Website Provider 2005
12