Backup Documents 06/14-15/2011 Item #16F1
16F r3
~~
Purchasing Department
3327 Tamiami Trail East
Naples, Florida 34112
Telephone: (239) 252-2667
FAX: (239) 252-6593
Email: Iynwood@colliergov.net
www.colliergov.net
t....:>> 0
;; 9~
(,...., ':::=;;""1""i
~ ~-Cj
....(,(1"".
&" ;7,0
-::\ --n
O-:i
2~
~ ~.
o
-
Administrative Services DMsian
Purd1asihg
~
-
-
.,
ITEM NO.:
t l ~ f\2C.. QS>-l
DATE RECEIVED:
FILE NO.:
ROUTED TO:
DO NOT WRITE ABOVE THIS LINE
Request for Legal Services
Date:
June 14, 2011
~~ \.~\\.\
{,\ IGIII
CfY'J{:5
plb~
To:
From:
Colleen Greene
Assistant County Attorney
~~~c~:':::~t Strategist <fr
10-5440 - Hotel Booking Service
Re:
Contractor: JackRabbit Systems
BACKGROUND OF REQUEST:
This contract was approved by the BCC on June 14, 2011; agenda item 16F1.
You have previously initialed the Amendment for Agenda Central.
Amendment review and approval.
%l<\ll
ACTION REQUESTED:
OTHER COMMENTS:
Please forward to BCC for signature after approval. If there are any questions concerning the document,
please contact me at the telephone number or email address above. Purchasing would appreciate
notification when the documents exit your office_
CC: Jack Wert
G/ Acqu isitionsfT echF ormsandLetters/MemotoRequestLegalServices
Revised: 4/16//10
16F 1
MEMORANDUM
Date:
June 16,2011
To:
L yn Wood, Contract Specialist
Purchasing Department
From:
Ann J ennej ohn, Deputy Clerk
Minutes & Records Department
Re:
Contract #10-5440 Addendum w/Jack Rabbit Systems
Attached is an original copy of the contract addendum referenced above,
(Item #16F1) approved by the Board of County Commissioners on June 14, 2011.
The second original addendum will be held on file in the Minutes and Record's
Department for the Board's Official Record.
If you have any questions, please contact me at 252-8406.
Thank you.
Attachment
'OOHa,BEll
16F 1
JackRabbit 9a..
Guiding Travelers Straight To Hotels
Addendum to BookDirectâ˘
Host Website Lease Letter of Agreement (executed 3/9/2010)
JackRabbit Systems (JACKRABBIT) provides the BOOKDIRECpM Mobile engine (BOOKDIRECT MOBILE) and
the BookDirect Facebook application (BOOKDIRECT FACEBOOK) that generates qualified clicks to member
lodging facilities_
Naples, Marco Island and the Everglades Convention and Visitors Bureau, a division of the Collier County Board of
County Commissioners (HOST) maintains a high-traffic website, paradisecoast.com (HOST WEBSITE) and
Facebook Profile Pages (HOST FACEBOOK) and HOST assigns the following as the technical contact responsible
for implementing BOOKDIRECT MOBILE on HOST WEBSITE and BOOKDIRECT FACEBOOK on HOST
FACE BOOK:
HOST agrees to embed BOOKDIRECT MOBILE into HOST WEBSITE and BOOKDIRECT FACEBOOK into HOST
FACE BOOK under the following Terms & Conditions:
a_ JACKRABBIT shall brand/design BOOKDIRECT MOBILE and BOOKDI RECT FACEBOOK to match
HOST WEBSI TE_
b. JACKRABBIT shall receive design approval from HOST before providing code for HOST to embed
BOOKDIRECT MOBILE and BOOKDIRECT FACE BOOK on HOST WEBSITE and HOST FACE BOOK_
c. HOST shall embed BOOKDIRECT MOBILE Search Widget on HOST WEBSITE home page,
accommodation/lodging page(s), and any other page(s) agreed upon by JACKRABBIT and HOST_
d_ HOST shall embed BOOKDRIECT FACEBOOK on the HOST FACE BOOK fan page_
e. HOST shall pay a lease fee for the BOOKDIRECT MOBILE and BOOKDIRECT FACE BOOK
technology in the amount of $9,935 annually to JACKRABBIT _ Payment of the first year 10 month pro-
rated lease of $8,280 (June 1,2011 - March 31,2012) is due upon receipt of a valid invoice and in
accordance with Chapter 218, Florida Statutes, also known as the "Local Government Prompt Payment
Act". Second year lease of $9,935 is due upon receipt of a valid invoice and in accordance with
Chapter 218, Florida Statutes, also known as the "Local Government Prompt Payment Act".
f_ HOST shall pay a setup fee for the BOOKDIRECT MOBILE and BOOKDIRECT FACE BOOK
technology in the amount of $0 (waived)" Payment will be made to JACKRABBIT within 30 days of
signed Agreement date_
g. JACKRABBIT shall provide HOST with access to online reports that summarize the number of
searches and referrals from visitors utilizing BOOKDIRECT MOBILE and BOOKDIRECT FACEBOOK
on HOST WEBSITE_ Reports will categorize the core lodging engine, mobile, and Facebook activity
separately.
h_ HOST shall be responsible for notifying JACKRABBIT if a travel service provider that is listed in the
BOOKDIRECT MOBILE AND BOOKDIRECT FACEBOOK results on the HOST WEBSITE and HOST
FACE BOOK has any change in its information including, but not limited to: a change in brand, text
description, name, amenities, reservation engine provider, or business status. JACKRABBIT will
update the information within 30 days of notification by HOST.
i_ JACKRABBIT shall own the data collected from the HOST WEBSITE specific to BOOKDIRECT
MOBILE and BOOKDIRECT FACEBOOK which are gathered for reports_ (Data is defined as; clicks,
conversions, and originating path information, all of which are gathered for BookDirect Reports).
j- HOST shall refrain from entering into any additional agreements, and/or setting up any other services
that would compete with BOOKDIRECT MOBILE and BOOKDIRECT FACEBOOK.
k_ HOST shall maintain confidentiality for a period of five (5) years from the date of disclosure of any
formulae, techniques, computer programs, devices, methods, know-how and/or business data relating
to the BOOKDIRECT MOBILE and BOOKDI RECT FACEBOOK software, subject to Chapter 119,
Florida Statutes, also known as the Public Records Law_
I. A second year term lease fee will be locked at $9,935_
16F 1
BOOB alBEll
JackRabbit 9It
Guiding Travelers Straight To Hotels
m_ Disclaimer of Warranty: Except as otherwise specifically set forth herein, JACKRABBIT makes non-
representation or warranty, express or implied, concerning BOOKDIRECT MOBILE and BOOKDIRECT
FACE BOOK or the software, including all implied warranties of merchantability fitness for any particular
purpose, title and non-infringement. All other warranties being expressly disclaimed by JACKRABBIT
and waived by the Host.
n_ BOOKDI RECT MOBILE and BOOKDIRECT FACEBOOK may contain links that allow the public to
access third-party websites that are not under the control of JACKRABBIT (i_e. lodging property
websites). These third-party links are only provided as a convenience and JACKRABBIT does not
endorse any of these sites_ Access and use of such websites are at Host's risk. JACKRABBIT
assumes no responsibility or liability for any access or use thereof or of any material that may be
accessed on third-party websites reached through BOOKDIRECT MOBILE and BOOKDIRECT
FACEBOOK, nor does JACKRABBIT make any representation regarding the quality of any product or
service contained at any third-party website or the security of any such website_ This section does not
pertain to any incident arising from the sole negligence of Collier County_
0_ INDEMNIFICATION: To the maximum extent permitted by Florida law, the Vendor (JACKRABBIT
SYSTEMS) and HOST shall mutually indemnify and hold harmless, its officers its officers and
employees from any and all liabilities, damages, losses and costs, including, but not limited to,
reasonable attorneys' fees and paralegals' fees, to the extent caused by the negligence, recklessness,
or internally wrongful conduct of the Vendor of anyone employed or utilized by the Vendor in the
performance of this Agreement. This indemnification obligation shall not be construed to negate,
abridge or reduce any other rights or remedies which otherwise may be available to an indemnified
party or person described in this paragraph_ This section does not pertain to any incident arising from
the sole negligence of Collier County_
The undersigned is authorized to contract for the above-stated company and agrees to and is familiar
with the full Terms & Conditions stated on this Agreement.
Host: Collier County Board of County Commissioners
For JackRabbit:
Name
Title
Fred W_ Coyle
Chairman of the Board of County
r"t"'r'\mi~~if'\nQrc::
Name
Andrew Van Luchene
Title
p~~-z-
5 /c:$ /, I
~ .
Signature
Signature
Date
--c4du
Date
, .. ..'.,I.....,t,
ATTEST: . ' . tJ.?~~:(i 0",
,.,'(\~ ........ I<
Dwight E_ B~;Clerk ofGo~
!!,,, - t - .~~.. ....\~i. ,,'
By: ~:.. 'ii, :',!.' \ ': ~ .
Dated: ,. .:' ~. ,: -".,:. b',fL
(SEAL) AtH_'t. ..~;.tQ~~ t""""'i
-.~..>tWI....
Approve<I a~~~~iT.. .__
~rJ@~~I;~'
111..'5'1: County Attorney
Cbll een /VI. 6retfLL
16F 1
'"IH!JIRECl
JackRabbit ~
Guiding Travelers Straight To Hotels
Contact Information:
DebiDeBenedetto
debide@collierqov_net
239-252-2379
239-252-2404