Item E2
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: MAY 18, 2005
Division:
TDC
Bulk Item: Yes ~
No
Department:
Staff Contact Person: Maxine Pacini
AGENDA ITEM WORDING:
Approval of an Amendment to Agreement with Stuart Newman Associates, Inc. to exercise option to
extend Agreement for two additional years with a cost increase for services provided.
ITEM BACKGROUND:
TDC approved same at their meeting of April 19, 2005.
PREVIOUS RELEVANT BOCC ACTION:
Boec approved original Agreement at their meeting of July 17, 2002.
CONTRACT/AGREEMENT CHANGES:
Amendment to extend
STAFF RECOMMENDATIONS:
Approval
TOTAL COST: $416,745
COST TO COUNTY: $416.745
BUDGETED: Yes X
SOURCE OF FUNDS:
No
TDC
REVENUE PRODUCING: Yes X No
AMOUNT PER MONTH
Year
APPROVED BY: County Atty ~ OMB/Purchasing ~
Risk Management ~X_~~~
DIVISION DIRECTOR APPROVAL:
DOCUMENTATION:
Included X
Not Required~
DISPOSITION:
AGENDA ITEM #
Revised 2/05
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with:
Stuart Newman
Associates, Inc.
Contract # ~
Effective Date:
Expiration Date:
10/1 !OS
Contract Purpose/Description:
Approval of an Amendment to Agreement with Stuart Newman Associates, Inc. to
exercise option to extend Agreement for two additional years with a cost increase for
services provided.
Contract Manager: Maxine Pacini
(Name)
3523
(Ext.)
TDC # 3
(Department/Stop #)
for BOCC meeting on 5/18/05
Agenda Deadline
5/3/05
CONTRACT COSTS
Total Dollar Value of Contract: $ 416,745
Budgeted? Yesl'ZJ No 0 Account Codes
Grant: $
County Match: $
Current Year Portion: $
See Attached
- -
~--~~
ADDITIONAL COSTS
Estimated Ongoing Costs: $~yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Risk Management
Changes
Needed
YesD No[EJ
YesD NoG
Date Out
O.M.B./Purchasing
Y ,......-,N.
esU 1 ;0
S.Hutton
Division Director
Oat,e In
L/I Olf
&1"[
County Attorney
YesD N00
Comments:
OMB Form Revised 2/27/0] Mep 112
LINE ITEM NUMBERS FOR STUART NEWMAN ASSOCIATES FY 2006
115-75035-530340- T65E-204-X-530340
115-75035-530340- T65E-205-X-530480
115-75035-530340- T65E-205-X-530405
115-75035-530340- T65E-205-X-53031 0
115-75035-530340-T65E-205-X-530400
115-75035-530340- T65E-205-X-53041 0
115-75035-530340-T65E-205-X-530300
117-77020-530480- T67P-204-X-530480
118-78020-530480-T68P-204-X-530480
119-79020-530480- T69P-204- X-530480
120-70020-530480- T60P-204- X -530480
121-71020-530480- T61 P-204-X-530480
AMENDMENT TO CONTRACT FOR PUBLIC RELATIONS
THIS CONTRACT Amendment is entered into this day of , 2005, by and
between the BOARD OF COUNTY COMMISSIONERS, Monroe County, Florida, hereinafter
referred to as the County r and Stuart Newman Associates, Inc., a Florida Corporation,
hereinafter referred to as FIRM;
WITNESSETH
and
WHEREAS, FIRM is qualified to provide public relation services which promote tourism;
WHEREAS, County and FIRM entered into an agreement on July 17, 2002 for FIRM to
provide public relations services commencing October 1, 2002 and expiring September 30,
2005; and
WHEREAS, the agreement entered into provides an option to extend agreement for an
additional two year period subject to negotiation of monetary terms; and
WHEREAS, both parties desire extend agreement with an increase in compensation;
NOW AND THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:
1. The term of this amendment to contract is for a period of two years beginning
October 1, 2005 and expiring on September 30, 2007.
2. FIRM shall be compensated in an amount not to exceed $416,745 for the period
of October 1, 2005 through September 30, 2006; and $437,582 for the period of
October 1, 2006 through September 30, 2007.
3. All other provisions of the contract dated July 17, 2002 not inconsistent herewith
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first
above written.
(SEAL)
Attest: Danny L. Kolhage, Clerk
Board of County Commissioners
of Monroe County
By.
Deputy Clerk
By
Mayor/Chairman
(CORPORATE SEAL)
Attest: ...-,
//~
~~
Secretary
Stuart Newman Associates, Inc.
By
"
AGREEMENT J j
/1# i
THIS AGREEMENT is entered into this I day o~, 2002 by and
between the BOARD OF COUNTY COMMISSIONERS, Monroe County, Florida,
hereinafter referred to as the County and Stuart Newman Associates, Inc., a
Florida Corporation, hereinafter referred to as FIRM;
WITNESSETH
WHEREAS, FIRM is qualified to provide public relation services which
promote tourism, and
WHEREAS, the T ounst Development Council (TDC) has recommended to
County that FIRM be awarded an agreement for public relation services, and
WHEREAS, the County wishes to enter into this agreement for public
relation services with the FIRM,
NOW THEREFORE, in consideration of the mutual covenants contained
herein, the parties agree as follows:
1. TERM: The term of this agreement is for a period of three (3)
years beginning October 1, 2002 and expiring on September 30, 2005. The
County has an option to extend this agreement for an additional (24) month
period beyond the initial award period, upon 60 days prior written notice of
agreement extension to FIRM.
2. The FIRM will serve as the full-service public relations agency for
the Monroe County Tourist Development Council and Monroe County. The FIRM
and the public relation programs are subject to review by the Monroe County
Tourist Development Council.
3. SCOPE OF SERVICES: The FIRM shall provide the following:
A. Key Personnel: This agreement is a professional services
agreement with expectation that principal personnel performing the services are
those personnel listed. Notice of any change in personnel shall be sent to the
Tourist Development Council and the Board of County Commissioners. The
principals assigned are the following:
1) Stuart Newman, President
2) Andrew Newman, Senior Vice President and Account
Supervisor
MINIMUM STAFF PERSONNEL ASSIGNED:
Account Manager
Account Executive
Media Coordinator
Lower Keys & Key West Liaison
Upper Keys & Middle Keys Liaison
Finance/Account/Clerical Support
B. At least one of the principals or Account Manager shall meet
with the Monroe County Tourist Development Council (TDC) at all regularly
scheduled meetings of the TDC and at any other times as directed by the TDC.
C. The FIRM agrees to assign a Public Relation's Account
Supervisor who will devote such time and effort as necessary to the account on a
priority basis, including full time when required. Duties of the Account Supervisor
will include contact as required with the Chairman or Vice-Chairman of the TDC;
Marketing Director or other designee.
Other duties include consultations with TDC Advisory Committees from the five
districts, TOC umbrella programs and/or other tourism industry organizations
within the Florida Keys as directed by the TOC as it relates to the development of
an effective marketing program for the Florida Keys.
D. Provide staff services to manage communications to
develop awareness, promote favorable image and goodwill
for the TOC.
E. Provide the development of favorable national and
international publicity.
F. Provide the establishment and maintenance of contacts with
print and broadcast media.
G. Provide the preparation of press kits.
H. Provide the development and distribution of photographs
and news releases for trade and consumer media..
I. Provide preparation of public relations in developing of
TDC marketing plan.
J. Provide representation of TOC at selected trade shows,
sales/media missions, FAM tours, media workshops and
journalist conferences.
K. Provide liaison public relation services with private tourism
sector.
L. Provide the establishment and management of agreements
with sub - agencies for international, specialty or other public
relation markets and/or programs.
M. Address emergency situations that affect tourism and
provide a crisis management program.
N. Provide editorial support for Internet web site.
O. Provide publicity before, during and after special events.
P. Provide assistance to the Florida Keys Film Commission.
Q. Maintaining appropriate records of print clippings and
broadcast coverage.
R. Provide periodic reports on public relations activities.
S. Provide development and maintenance of a videotape/still
photo libraries.
T. Provide a measurability process to evaluate the public
relation programs.
U. Provide implementation of such services as outlined within
the objectives, goals and strategies of the annual marketing
plan.
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V. Performing such other public relations activities as required
by the TDC.
4. COMPENSATION: Compensation and expenses will be paid,
subject to availability of Tourist Development Tax funds and approved purchase
orders as follows:
A. The FIRM shall be compensated for public relation activities
that have been approved through the annual marketing plan.
B. The FIRM shall have pre-approval on all other projects and
materials by the TDC Marketing Director, TDC Chairman or TDC according to
TDC and Monroe County Procurement Policies.
C. The FIRM shall have all fees and expenses placed on
invoices that have the proper approved purchase order account number and
follow County requirements for payment.
D. The FIRM shall be compensated for the performance of aU
public relations staffed services outlined within the scope of services as defined
by this agreement and the approved FY Marketing Plan for an agency fee of:
First Year $360,000
Second Year $378,000
Third Year $396,900
The County shall have the option of renewing this agreement for two (2) years
under the same conditions subject to negotiation of monetary terms. Monroe
County's performance and obligation to pay under this agreement is contingent
upon an annual appropriation by the BOCC.
E. The FIRM will be reimbursed at cost for all actual expenses
incurred for media materials, postage, shipping, clipping services, special event
support, research, web site maintenance, promotional items, seminars or show
registrations, sub-agency agreements, entertainment of media, broadcast
support, photography, broadcast production, travel expenses and all other
projects or production materials that are necessary for the fulfillment of this
agreement and have been approved in advance by the TDC according to TDC
and Monroe County Procurement Policies. The FIRM's telecommunication
services are included in their professional fees.
F. The FIRM may provide Public Relation Services above and
beyond their normal requirements as defined by this agreement and the
approved FY Marketing Plan, for TOC funded special events, turnkey or
otherwise, as approved by the TDC in advance. Such services will be charged
back to the event upon approval of event coordinator and the TOC.
G. Contracted services are agreements entered into by Stuart
Newman Associates for services to be provided for Monroe County which
include, but are not limited to international public relations, local liaisons and
other services properly authorized in advance by the Tourist Development
Council and Board of County Commissioners.
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H. All reimburseable expenditures paid by the County shall be
subject to the annual public relations expense budget approved by the Tourist
Development Council and Board of County Commissioners.
L The FIRM shall submit to the Tourist Development Council
monthly billings for one-twelfth (1/12) of the annual agency fee for staff and
agreement services. Reimburseable expenditures shall be invoiced and billed to
the County for payment on a monthly basis. The County shall be responsible for
payment of all authorized fees and costs due the FIRM within a thirty (30) day
period of receiving invoices.
5. RECORDS - ACCESS AND AUDITS; The FIRM shall maintain
adequate and complete records to justify all charges, expenses and costs
incurred in performing the work for at least three (3) years after completion of this
agreement. The County shall have access to such books, records, and
documents concerning the contracted services. The access to and inspection of
such books, records, and documents by the TDC/County shall occur at any
reasonable time. FIRM understands that it shall be responsible for repayment of
any and all audit exceptions identified by TDC/County. Any current or
subsequent agreement awards will be offset by the amount of any audit
exceptions. In the event there are not funds still held by the TDC and County for
a agreement award, the amount of audit exception shall be billed to FIRM who
shall promptly pay same.
6. GENERAL PROVISIONS;
A. Public Relations AQency of Record: The FIRM shall act as
the agency of record of the County and TOC for all public relations services,
except as mutually agreed otherwise, and for the performance of related or
special services as requested by the TOC.
B. County shall indemnify and hold FIRM harmless from any
suits, claims, damages, costs, or expenses arising in connection with false,
defamatory, or otherwise objectionable public relations material, including
material which invades the privacy of individuals, which public relations material
has been suggested, ordered or approved by TOC. FIRM agrees to indemnify
and hold harmless Monroe County against any claim of liability, losses and
causes of action which may arise out of the fulfillment of the agreement. It
agrees to pay all claims and losses and shall defend all suits filed due to the
negligent acts, errors or omissions of its employees and/or agents, including
related court costs.
C. Property Rights: The County shall own and have all rights
subject to regulations and talent agreements, to any and all copy, photos, films
and other promotional materials which the FIRM prepared or purchased for the
County's account pursuant to a program, campaign, or project which the TOC
has approved in writing, regardless of whether such material was published,
displayed, broadcast, distributed or otherwise presented prior to the termination
of the agreement, provided the County has paid for same in accordance with the
provisions of this agreement. Rejected concepts and layouts will not be charged
to County.
4
7. APPROVAL AND CHANGES: The TOC shall have the sole and
exclusive right to approve, modify, reject, or cancel any and all plans, proposals,
submissions and other work in progress, in which case the TDC's directions shall
be immediately implemented. However, nothing in this agreement shall be
construed as requiring the FIRM to violate any contractual commitments to
media made on the TOC's behalf. All contractual commitments to media require
the TOe's prior written approval. The County shall only be liable for charges
approved in writing prior to the FIRM entering into such contractual commitment.
8. TERMINATION: Either party shall have the right to cancel this
agreement at its sole discretion upon 120 days written notice to the other party.
FIRM shall deliver to the County all papers and other material related to the work
performed under this agreement upon termination thereof.
9. EXCLUSIVE REPRESENTATION: The FIRM agrees that it will not
represent any private resort; attraction; event or other destination within Monroe
County or other County or city destinations within the State of Florida without
approval from the TDC and County.
FIRM shall act at all times herein as independent contractor, and nothing
contained herein shall be construed to create the relation of principal agent or
employer and employee, between County and FIRM.
10. DISCLOSURE OF FINANCIAL INTEREST: The FIRM agrees to
disclose within thirty (30) days of the execution of this agreement any existing
financial interest in the business of its suppliers or FIRMS utilized in fulfillment of
this agreement, and shall disclose said interests as they may arise from time to
time.
11. LAWS AND REGULATIONS: It shall be understood and agreed
that any and all services. materials and equipment shall comply fully with all
local, state and federal laws and regulations.
12. TAXES: The County and TDC are exempt from Federal Excise
and State of Florida Sales Tax.
13. FINANCE CHARGES: The County and TOC will not be
responsible for any finance charges.
14. RELATION OF COUNTYITDC: It is the intent of the parties hereto
that Stuart Newman Associates shall be legally considered as an independent
contractor and that neither it nor its employees shall, under any circumstances,
be considered servants or agents of the County and TOC and the County and
TDC shall at no time be legally responsible for any negligence on the part of
Stuart Newman Associates, its employees or agents, resulting in either bodily or
personal injury or property damage to any individual, FIRM or corporation.
15. DISCLOSURE: The FIRM shall be required to list any or all
potential conflicts or interest, as defined by Florida Statute 112 and Monroe
County Code and shall disclose to the County and TOC all actual or proposed
conflicts of interest, financial or otherwise, direct or indirect, involving any client's
interest which may conflict with the interest of the County and TDC.
16. FORCE MAJEURE: FIRM shall not be liable for delay in
performance or failure to perform, in whole or in part, the services due to the
occurrence of any contingency beyond its control or the control of any of its
5
subcontractors or suppliers, including labor dispute, strike, labor shortage, war or
act of war, whether an actual declaration thereof if made or not, insurrection,
sabotage, riot or civil commotion, act of public enemy, epidemic, quarantine
restriction, accident, fire, explosion, storm, flood, drought or other act of God. act
of any governmental authority, jurisdictional action, or insufficient supply of fuel,
electricity, or materials or supplies, or technical failure where FIRM has exercised
reasonable care in the prevention thereof, and any such delay or failure shall not
constitute a breach of this agreement.
17. ASSIGNMENT: The FIRM shall not assign, transfer, convey,
sublet or otherwise dispose of this agreement, or of any or all of its rights, title or
interest therein, or its power to execute such agreement to any person, company
or corporation without prior written consent of the County.
18. COMPLIANCE WITH LAWS-NONDISCRIMINATION: The FIRM
shall comply with al/ international, federal, state and local laws and ordinances
applicable to the work or payment for work thereof, and shall not discriminate on
the grounds of race, color, religion, sex, age, or national origin in the
performance of work under this agreement. This agreement shall be subject to
all international, federal, state, and local laws and ordinances.
19. INSURANCE: The FIRM shall maintain the following required
insurance throughout the entire term of this agreement and any extensions.
Failure to comply with this provision may result in the immediate suspension of
all work until 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 shall not extend any deadlines specified in this agreement
and any penalties and failure to perform assessments shall 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
* A Certified copy of the actual insurance policy
The County, at its sole option, has the right to request a certified copy of
any or all insurance policies required by this agreement.
All Insurance policies must specify that they are not subject to
cancellation, non-renewal, material change, or reduction in coverage unless a
minimum of thirty (30) days prior notification is given to the County by the
insurer.
The acceptance and/or approval of the FIRM's insurance shall 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 will be included as "Additional Insured" on all policies, except for
Workers' Compensation.
6
Any deviations from these General Insurance Requirements must be
requested in writing on the County prepared from entitled "Request for Waiver of
Insurance Requirements" and approved by Monroe County Risk Management.
A. Prior to the commencement of work governed by this agreement
the FIRM shall obtain Workers' Compensation Insurance with limits sufficient to
respond to Florida Statute 440.
In addition, the FIRM shall obtain Employers' Liability Insurance
with limits of not less than:
$100,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease
$100,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the
agreement.
Coverage shall 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-V 1 , as assigned by the A.M. Best Company.
B. Prior to the commencement of work governed by this agreement,
the FIRM shall obtain General Liability Insurance. Coverage shall be maintained
throughout the life of the agreement and include, as a minimum:
* Premises Operations
* Products and Completed Operations
* Blanket Contractual Liability
* Personal Injury Liability
* Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
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 on all policies issued to satisfy the above requirements.
C. Recognizing that the work governed by this agreement requires the
use of vehicles, the FIRM, prior to the commencement of work, shall obtain
Vehicle Liability Insurance. Coverage shall be maintain throughout the life of the
agreement and include, as a minimum, liability coverage for:
* Owned, Non-Owned, and Hired Vehicles
The Minimum limits acceptable shall be:
$300,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
7
$100,000 per Person
$300,000 per Occurrence
$ 50,000 Property Damage
20. GOVERNING LAWNENUE: This agreement shall be governed
and construed by and in accordance with the laws of the State of Florida and
constitutes the entire agreement between the County and FIRM. Venue for any
dispute shall be in Monroe County.
21. ENTIRE AGREEMENT AMENDMENT: This writing embodies the
entire agreement and understanding between the parties hereto, and there are
not other agreements and understandings. oral or written, with reference to the
subject matter hereof that are not merged herein and superseded hereby. Any
amendment to this agreement shall be in writing recommended by the TDC and
approved by the County and signed by both parties.
22. SEVERABILITY: If any provisions of this agreement shall be held
by a Court of competent jurisdiction to be invalid or unenforceable, the remainder
of this agreement, or the application of such provision other than those as to
which it is invalid or unenforceable, shall not be affected thereby; and each
provision of this agreement shall be valid and enforceable to the fullest extent
permitted by law.
23. AUTHORITY: Each of the signatories for the FIRM below certifies
and warrants that:
a) The FIRM's name in the agreement is the full name as designated in
its corporate charter, and b) they are empowered to act and contract for the
contractor and c) this agreement has been approved by the FIRM's Board of
Directors.
24. ETHICS CLAUSE: FIRM warrants that he/it has not employed
retained
or otherwise had act on hislits behalf any former County office or employee in
violation of Section 2 or Ordinance No. 1 O~ 1990 or any County officer or
employee in violation of Section 3 of Ordinance No. 10-1990. For breach or
violation of the provision the County may, at its discretion terminate this
agreement without liability and may also, at its discretion. deduct from the
agreement or purchase price. or otherwise recover, the full amount of any fee,
commission, percentage. gift. or consideration paid to the former or present
County officer or employee.
25. PUBLIC ENTITY CRIME STATEMENT: A person or affiliate who
has been placed on the convicted vendor list following a conviction for public
entity crime may not submit a bid on an agreement to provide any goods or
services to a public entity, may not submit a bid on an agreement with a public
entity for the construction or repair of a public building or public work, may not
submit bids on leases of real property to public entity, may not be awarded or
perform work as a contractor, supplier, subcontractor, or consultant under an
agreement with any public entity, and may not transact business with any public
entity in excess of the threshold amount provided in Section 287.017, for
CATEGORY TWO for a period of 36 months from the date of being placed on
the convicted vendor list.
8
J""';:,)\NITNESS WHEREOF, the parties hereto have executed this
agr€l€lmeijt:J~ day and year first above written
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--'-~, J:::~!:",,; ,(/-~<.., :~:::1 ;,1/
A~$t~J.~,~M~JL. Kolhage, Clerk
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De uty Clerk
Board Of County Commissioners
of Monroe C9~Jr~
i I if'
\. IN..
SjV t
Mayor/Chairman
(CORPORATE SEAL)
Attest:
Stuart Newman Associates
,....,'
9