10/01/2007-09/30/2010 07/18/2007
DANNY 1,. KOLHAGE
CLERK OF THE CIRCUIT COURT
DATE:
August 7, 2007
TO:
Lynda Stuart, Office Manager
Tourist Development Council
ATTN:
Maxine Pacini
Administrative Assistant
FROM:
Pamela G. Hanco~
Deputy Clerk 0
At the July 18, 2007, Board of County Commissioner's meeting the Board granted
approval and authorized execution of the following:
Ame:ndment (1st Amendment) to Agreement between Monroe County and Ameurop
Travel Services to exercise option in Agreement to extend for two (2) additional years. Enclosed
are two duplicate originals for your handling.
.lAgre:ement for Public Relations Services between Monroe County and Stuart Newman
Associates, Inc. d/b/a Newman PR to provide public relations services which promote tourism
effective October I, 2007. Enclosed are two duplicate originals for your handling.
Agre:ement between Monroe County and Cellet Travel Services Ltd. to provide European
Sales and Promotional Services which promote tourism commencing October I, 2007. I am
returning this Agreement to you as our office does not have current insurance for the contractor.
Please obtain the required insurance, have Risk Management approve, and return to our office
for execution.
Amendment (1st Amendment) to Agreement between Monroe County and the Gay &
Lesbian Community Center of Key West, Inc. to revise date of event and scope of services. I am
also returning this Amendment as I do not have any record of insurance, which is suppose to be
provided to Clerk prior to the event taking place.
Should you have any questions please feel free to contact our office.
cc; County Attorney
Finance
File./
AGREEMENT FOR PUBLIC RELATIONS SERVICES
THIS AGREEMENT (Agreement) is entered into this 1[i:1 day of a.L., 2007, by and
between Monroe County, a political subdivision of the state of Florid~nty), and Stuart
Newman Associates, Inc. d/b/a Newman PR (Firm).
WITNESSETH:
WHEREAS, Firm is qualified to provide public relations services which promote tourism; and
WHEREA,S, the Monroe County Tourist Development Council (TOC) has recommended to
County that Firm be awarded this Agreement for public relations services; and
WHEREAS, County wishes to enter into this Agreement for public relations services with Firm:
NOW, THEREFORE, the parties agree as follows:
1. Im:!n: The term of this Agreement is for a period of three (3) years beginning
October 1, 2007 and expiring on September 30,2010. The County has an option to extend this
Agreement for an additional Iwenty- four (24) month period beyond the initial award period,
upon 90 days prior written notice of Agreement extension to Firm.
2. TOC: The Firm will serve as the full-service public relations agency for the
Monroe County TOC and County. The Firm and the public relations programs
are subject to review by the Monroe County TOC.
3. ScoDe of Services:
A. Kev Personnel: This Agreement is a professional service agreement with
expectation that principal personnel performing the services are those personnel listed. Notice
of any change in personnel shall be sent to the TOC and County. Change in personnel that are
not acceptable to County initially, or as services are performed, may require Firm to replace
such personnel or County may terminate the Agreement. The principals assigned are the
following:
1) Andrew A. Newman, Vice-PresidenUSenior Account Supervisor
2) Stuart Newman, President
MINIMUM STAFF PERSONNEL ASSIGNED:
1) Senior Account Supervisor
2) Account Executive
3) Media Coordinator
4) AccountSupport
5) Lower Keys & Key West Stringer
6) Upper Keys & Middle Keys Stringer
7) Finance/AccounUClerical Support
B. At least one of the principals and/or the account executive shall meet with
the Monroe County TOC at all regularly scheduled meetings of the TOC and at any other times
as directed by the TOC.
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C. Firm agrees to assign a Public Relations 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, TDC 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 TDC.
E.
Provide the development of favorable national and international publicity.
F.
broadcast media.
Provide the establishment and maintenance of contacts with print and
G.
Provide the preparation of press kits.
H. Provide the development and distribution of photographs and news
releases f'Dr trade and consumer media.
plan.
I. Provide preparation of public relations in developing of TOC marketing
J. Provide representation of TOC at selected trade shows, sales/media
missions, FAM tours, media workshops and journalist conferences.
K. Provide the establishment and management of Agreements with sub-
agencies for international, specialty or other public relation markets and/or programs.
l. Address emergency situations that affect tourism and provide crisis
management program.
M. Provide editorial support for Internet f1a-keys.com Web site.
N. Provide publicity before, during and after selected special events.
O. Provide assistance to the Florida Keys Film Commission.
P. Maintain appropriate records of print clippings and broadcast coverage.
Q. Provide periodic reports on public relations activities.
libraries.
R. Provide development and maintenance of digitalldvd/videotape/stilJ photo
S. Provide a measurability process to evaluate the public relation programs.
T. Provide implementation of such services as outlined within the objectives,
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goals aM strategies of the annual marketing plan.
U. Perform 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 relations activities under the
Agreement scope of services which have been approved through the annual marketing plan.
S. The FIRM is required to 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.
O. The FIRM shall be compensated for the performance of all public
relations staffed services outlined within the scope of services as defined by this Agreement and
the approved FY Marketing Plan for an agency administration fee of:
First Year $459,500
Second Year $482,475
Third Year $506,599
Following the third year, the County and the agency 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 anl~ual appropriation by the SOCC.
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
maintenanc,~, promotional items, seminars or show registrations, sub-agency agreements,
entertainment of media, broadcast support, photography, broadcast production, travel expenses
and all OthEIr projects or production materials that are necessary for the fulfillment of this
Agreement and have been approved in advance by the TOC according to TOC and Monroe
County Procurement Policies. The FIRM's telecommunication services are included in their
professional fees.
F. The FIRM may provide Public Relation Services and expense-related
purchases above and beyond its normal requirements as defined by this Agreement and the
approved Fiscal Year Marketing Plan, for TOC funded special events, turnkey or otherwise, as
approved by the TOC 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 FIRM 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 Soard of County Commissioners.
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H. All reimbursable 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.
I The FIRM shall submit to the Tourist Development Council monthly
billings in arrears for one-twelfth (1/12) of the annual agency fee for staff and Agreement
services. Reimbursable 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 according to the Florida local government prompt payment act.
5. Records - Access and Audits: The Firm shall maintain adequate and complete
records tel justify all charges, expenses and costs incurred in performing the work for at least
four (4) ye1ars 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 boo~:s, records, and documents by the TOC/County shall occur at any reasonable time.
Firm understands that it shall be responsible for repayment of any and all audit exceptions
identified by TOC/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 TOC/County for an
Agreement award, the amount of audit exception shall be billed to Firm who shall promptly pay
same.
6. Public Relations Aoencv of Record: Firm shall act as the agency of record of
the County/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.
7. Indemnification and Hold Harmless: Firm agrees to indemnify, hold harmless
and defend the County, TOC, 3406 North Roosevelt Boulevard Corporation, its officers, agents,
and emplo~'ees from and against any and all claims of any kind or nature, liabilities, litigation,
causes of <Iction, damages, costs, expenses (including but not limited to fees and expenses
arising from any factual investigation, discovery or preparation for litigation), and the payment of
any and all of the foregoing as well as any demands, settlements or jUdgments (collectively
claims) arisling directly or indirectly from any negligence or conduct on the part of Firm in the
performancEl of the terms of this Agreement. The Firm shall immediately give notice to the
County of any suit, claim or action made against the Firm that is related to the activity under this
Agreement, and will cooperate with the County in the investigation arising as a result of any suit,
action or claim related to this Agreement.
8. Propertv Riohts: The County shall own and have all rights subject to regulations
and talent a~lreements, 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.
9 Approval and Chanoes: 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 TOC's directions shall be immediately implemented. However,
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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 TOC's prior written approval. The County shall only be liable for charges approved
in writing prior to the Firm entering into such contractual commitment.
10. Termination: Termination of this Agreement shall Occur at the natural ending
date or earlier should either party terminate without cause upon providing 120 days written
notice pril~r to the termination date. County may terminate for cause upon 10 days notice to
FIRM. In the event of early termination, Firm shall exercise due diligence in carrying out its
obligations under this Agreement until the date of termination. County will not be obligated to
pay for any costs incurred after the effective termination date with the exception of pre-approved
contractecl services.
11. Exclusive Presentation: Firm agrees that it will not represent any private resort
or attraction or other destination within Monroe County or other county or city destinations within
the State of Florida without approval from the TOC and County. Firm shall act at all times
herein as i~n independent contractor, and nothing contained herein shall be construed to create
the relation of principal and agent or employer and employee, between County and Firm.
12. Disclosure of Financial Interest: 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
providers LltiJized in fulfillment of this Agreement, and shall disclose said interests as they may
arise from time to time.
13. laws and Reaulations: 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.
14.
sales tax.
Taxes: The County and TOC are exempt from federal excise and state of Florida
15.
charges.
Finance Charaes: The County and TOC will not be responsible for any finance
16. Relations of Countv/TOC: It is the intent of the parties hereto that Firm shall be
legally cons,idered 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. The
County and TOC shall at no time be legally responsible for any negligence on the part of
agency, its employees or agents, resulting in either bodily or personal injury or property damage
to any individlual, Firm or corporation.
17. Disclosure: 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 TOC.
18. Force Maieure: Firm shall not be liable for delay in performance or failure to
perform, in wllole or in part, the services due to the occurrence of any contingency beyond its
control or the control of any of its subcontractors or suppliers, including labor dispute, strike,
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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
governmEmtal authority, jurisdictional action, or insufficient supply of fuel, electricity, or materials
or suppliE!s, 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. However,
Firm shal" within one week of such event, make alternative arrangements to ensure that
services continue uninterrupted.
19. Assianmen!: Firm shall not assign, transfer, convey, sublet or othelWise dispose
of this Agreement, or of any or all of its rights, title or interest therein, or its power to execute
such Agn!ement to any person, new owner, company or corporation without prior written
consent of the County. A change in ownership of stock or partnership interest shall constitute
such a transfer.
20. Compliance With Laws - Non Discrimination: Firm shall comply with all
international, federal, state and local laws and ordinances applicable to the work or payment for
work therElof, and shall not discriminate on the grounds of race, color, religion, sex, sexual
orientation, 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.
21. Insurance: 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 thl! 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.
either:
Firm shall provide, to the County, as satisfactory evidence of the required insurance,
.
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 thl! 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
Jaw.
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TI1e Monroe County Board of County Commissioners, its employees, TDC Board of
Directors and officials will be included as "Additional Insured" on all policies, except for Workers'
Compensation.
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
$500,000
$100,000
Bodily Injury by Accident
Bodily Injury by Disease
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-V1, 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 Agrelement 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 shall 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.
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c. Recognizing that the work governed by this Agreement requires the use
of vehiclEls, 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:
$100,000 per Person
$300,000 per Occurrence
$ 50,000 Property Damage
22. Governina LawNenue: This Agreement shall be governed and construed by and
in accordance with the laws of the State of Florida. Venue for any dispute shall be in Monroe
County. Mediation shall be conducted according to the rules of the 16th Judicial Circuit for
Monroe County. This Agreement is not subject ta arbitratian.
23. Entire Aareement Amendment: This writing embadies the entire Agreement and
understanding between the parties hereto, and there are nat ather agreements and
understandings, aral ar written, with reference ta the subject matter hereaf that are nat merged
herein and superseded hereby. Any amendment to this Agreement shall be in writing
recammencled by the TDC and appraved by the Caunty and signed by bath parties.
24. Severability: If any provisians of this Agreement shall be held by a Caurt af
campetent jurisdictian ta be invalid ar unenfarceable, the remainder af this Agreement, or the
applicatian ()f such pravisian ather than thase as to which it is invalid ar unenfarceable, shall nat
be affected thereby; and each pravisian of this Agreement shall be valid and enfarceable ta the
fullest extent permitted by law.
25. Authority: Each af the signatories far the Firm belaw certifies and warrants that:
a) Firm's name in the Agreement is the full name as designated in its carporate
charter, and
b) He/she is empawered ta act in agreement for the cantractar, and
c) This Agreement has been appraved by the Firm's baard af directars
26. Ethics Clause: Firm warrants that it has nat em played retained ar atherwise had
act an its behalf any farmer Caunty officer ar emplayee in vialatian af Sectian 2 ar Ordinance
Na. 10-1990 ar any County afficer ar emplayee in vialatian of Sectian 3 af Ordinance Na. 10-
1990. Far bn~ach ar vialatian af these pravisian the Caunty may, at its discretian terminate this
Agreement without liability and may alsa, at its discretian, deduct from the Agreement ar
purchase price, or atherwise recaver, the full amaunt of any fee, cammissian, percentage, gift,
ar cansideration paid to the former or present Caunty officer or employee.
27. Public Entity Crime Statement: A person or affiliate who has been placed on the
canvlcted ven:jar 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
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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 287017, for CATEGORY TWO for a period of 36 months from the date of
being plaCed on the convicted vendor list. By signing below, Firm represents it is not in violation
of lhi!JlJ[!~graph,
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Mayor/Chairman
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Stuart Newman Associates, Inc.d/b/a
Attest:
By, ___
Secretary
Print Name
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Date:
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OR TWO WITNESSES
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MONROE COUNTY AT10ANEY \C
APPROVED AS TO FORM:
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SUSAN M, OR'IMSLEY
ASS/STANT COIJNTY ATTORNEY
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