08/19/1997 Agreement
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BRANCH OFFICE
3117 OVERSEAS I-nGHWA Y
MARA mON, FLORIDA 33050
TEL. (305) 289-6027
FAX (305) 289-1745
CLERK OF THE CIRCUIT COURT
MONROE COUNTY
500 WHITEHEAD STREET
KEY WEST, FLORIDA 33040
TEL. (305) 292-3550
FAX (305) 295-3660
BRANCH OFFICE
8Ba20 OVERSEAS HIGHWAY
PLANTAtiON KEY, FLORIDA 33070
TEL. (305) 852-7145
FAX (305) 852-7146
MEMORANDUM
TO: Lynda M. Stuart, Office Manager
Tourist Development Council
FROM:
Ruth Ann Jantzen ~11.
Deputy Clerk ..,
DA TE:
September 3, 1997
At the August 19, 1997 County Commission Meeting, the Board granted approval
and authorized execution of an Agreement between Monroe County and TinSley
Advertising to provide advertising services on behalf of the Tourist Development
Council.
Enclosed please find two fully executed duplicate originals of the above
Agreements; one for return to Tinsley, and one for your files.
If you have any questions, please do not hesitate to contact this office.
cc: County Attorney
Finance - Karin Goddard
County Administrator, w/o document
File
AGREEMENT
THIS AGREEMENT is entered into this 19th day of August, 1997, by and
between the BOARD OF COUNTY COMMISSIONERS, Monroe County, Florida,
hereinafter referred to as the COUNTY and Tinsley Advertising Agency
hereinafter referred to as FIRM;
WITNESSETH
WHEREAS, FIRM is qualified to provide advertising services which promote
tourism, and
WHEREAS, the Tourist Development Council (TDC) has recommended to
COUNTY that FIRM be awarded a contract for advertising services, and
WHEREAS, wishes to enter into this Agreement for advertising services with the
FIRM,
1. TERM: The term of this Agreement is for a period of three (3)
years beginning October 1, 1997 and expiring on September 30, 2000. The COlJNTY
has an option to extend this contract for an additional (12) 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 advertising agency for the Monroe
County Tourist Development Council and Monroe County. The FIRM and the
advertising programs are subject to review by the Monroe County Tourist Development
Council.
3. SCOPE OF SERVICES:
A. Key Personnel: This contract is a professional services contract with
expectation that principal personnel performing the services are those personnel listed.
Notice of any change in personnel shall be sent to the Board of County C~s[oI1!!s
and the Tourist Development Council. The principals assigned are the fo~~:
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1) Sandra Tinsley, Chairman of the Board; ~; -<:' ~
2) Jim Flanagan, President 8~; :- I..N
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3. Jim Johnson, Senior Vice President ~~ ~
MINIMUM STAFF PERSONNEL ASSIGNED: -<::::1" -:
1) Account Supervisor; . > W
2) Account Executive; and additional staff within the normal a.
services will be assigned as required.
B. At least one of the principals shall meet with the Monroe County
Tourist Development Council (TDC) at all regularly scheduled meetings of the 1DC and
at any other times as directed by the TDC.
C. The FIRM agrees to assign an Advertising Account Manager who
will devote such time and effort as necessary to the account on a priority basis, in.c1uding
full time when required. Duties of the Account Manager will include contact as required
with the Chairman or Vice-Chairman of the TDC; the Chairman of the Advertising
Committee, Marketing Director or other designee.
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Other duties include regular visits throughout Monroe County; consultations with TDC
Advisory Committees from the five districts and/or Chambers of Commerce within the
Keys as directed by the TDC; participation in, and coordination of, media planning,
coordination of production and traffic activities with the FIRM, coordination liaison with
mail fulfillment services on behalf of the Council, and liaison with private sector resorts,
attractions and other tourism related fields in Monroe County, as it relates to the
development of an effective advertising program for the Florida Keys.
D. The FIRM agrees that time is of the essence, and to provide on a
timely basis copy and concepts; supervision of tangible materials for media and collateral
production, including: radio and television, print, outdoor, direct mail, etc.; traffic and
billing of media and collateral production materials.
E. FIRM shall employ its knowledge of available media and media
research, and normal use of outside media research services to which the FIRM
subscribes for the purpose of planning media advertising programs.
F. FIRM shall counsel COUNTY in the use of special media,
marketing, product and consumer research as may be advisable.
G. FIRM shall formulate and recommend media plans.
H. FIRM shall order space, time or other means of media to be used,
endeavoring to secure the most advantageous rates available, checking and verifying such
media use, auditing and paying invoices to media.
1. FIRM shall negotiate special talent fees, with TDC approval; and
supervise talent payments in accordance with trade agreements.
J. FIRM shall have written pre-approval on all advertising media,
projects and materials by the TDC Marketing Director or TDC chairman.
K. FIRM shall have all media and production expense accounts placed
on individual purchase orders. All invoices require the proper purchase order number.
No invoice will be paid unless account funds are available. No invoices will be paid
outside the advertising budget without TDC approval.
4. COMPENSATION: Compensation shall be paid, subject to availability of
Tourist Development Tax Funds and approved purchase orders as follows:
A. Media Placement:
1) The FIRM shall be compensated for media placement at the
NET cost to agency plus 12.5% percent. This will include all generic and district
campaigns, cultural, fishing and diving umbrella campaigns, and all co-op advertising.
Cooperative advertising would include, but not be limited to the following: Corporate
sponsorship of events supported by TDC funds, co-op advertising from hotels, motels,
attractions and other tourist related businesses within Monroe County.
2) Firm shall be reimbursed for projects designated as special
projects in the annual marketing plan and approved by TDC at actual costs, not to exceed
the amount budgeted by IDC, plus 12.5%, the total not to exceed the amount budgeted
by TDC.
3) In the event of a catastrophe, such as a hurricane, which results
in severed communications between the firm and the TDC administrative office, the firm
shall confer with the County's Public Relations agency and perform the same types of
services of this agreement as the firm deems to be in the best interest of tourism in the
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Florida Keys. In consideration of the perfonnance of such services, the County shall pay
an amount not to exceed $150,000.00 the sum of which will include commissions and
production costs.
B. REIMBURSABLE EXPENDITURES: The County shall
reimburse the finn for all approved expenditures and payments made on the County's
account subject to State and County rules and regulations. Travel expenses of approved
personnel on behalf of the business of the TDC shall be compensated at the rates
established by Florida law and county policy.
C. Invoices
1) All invoices submitted by the FIRM to the TDC shall be
marked as to which account it is properly chargeable.
2) Normal production costs for specific pre-approved jobs will
be submitted for payment at one time upon completion.
3) No percentage will be added to FIRM charges for
packaging, shipping, express mail, postage, telephone, telegraph, FAX, legal fees and
services and travel expenses for FIRM's personnel.
4) The FIRM's invoices and statements shall be due and
payable within 30 days_after submission with properly documented backup.
D. Production Char~es:
1) 12.5% Commissions on the Net Media Budget covers ili.e cost
of: Agency Senior Management Services, Account Management Services, Medial
Services, Accounting Services and Staff Creative Development Services for Generic,
DAC's, Events and Umbrella's advertising as follows:
(a) Newspaper campaign ads, including: Revised layout, new
copy/copy revisions, art direction, traffic & production supervision. Note: Stats and color
copies not included.
(b) All new Co-op newspaper ads, including: Concepts and
comprehensive layouts, copy/copy revisions, art direction, traffic & production
supervision.
(c) Existing magazine ads, including: Revised layout, new cop~/copy
revisions, art direction, traffic & production supervision. Note: Stats and color copies
not included.
2) Creative Services Not Included: Staff Creative development
services for media and collateral materials, Le.; Photo shoots/TV shoots, editing existing
television commercials, Videos/Infonnercials, Point of Sale materials, New Magazine
campaigns, Direct Mail, New Brochures and major revises to existing brochures will be
estimated and prior approval obtained for each project at the following hourly rates:
Concepts and Comprehensive Layouts - $100.00
Senior Copywriter - $85.00
Copywriter - $75.00
Senior Art Direction & Supervision - $95.00
Art Direction - $75.00
Broadcast Supervision - $70.00
Computer Artist & Type - $85.00
Traffic & Production Supervision - $60.00
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B/W and Color Stats - $15.00 each
3) Out of pocket expenses for Creative Development are
reimbursable at cost plus 10% and include, (but are not limited to), the following:
Photographers and Assistants
Film Production Crew
Editing Facilities & Services
Audio Recording Facilities
Models/ ActorsN oice-over talent
Four-Color film (for print pubs)
Retouching 4/color film
Stock photo search and usage fees
SAG and AFTRA Residuals
TV dupes, radio dupes, etc.
Printing
5. RECORDS - ACCESS AND AUDITS: The Provider 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. Provider understands that it shall
be responsible for repayment of any and all audit exceptions identified by TDC/County.
Any current or subsequent contract awards will be offset by the amount of any audit
exceptions. In the event there are not funds still held by TDC/County for a contract
award, the amount of audit exception shall be billed to Provider who shall promptly pay
same.
6. GENERAL PROVISIONS~
A. Advertisin~ A~ency of Record: The FIRM shall act as the agency
of record of the COUNTY ITDC Bed Tax funds for the preparation and placing of all of
the latter's advertising, except as mutually agreed otherwise, and for the performance of
related or special services as requested by the TDC.
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 advertising material, including material which invades the
privacy of individuals, which advertising material has been suggested, ordered or
approved by TDC. FIRM agrees to indemnify and hold hannless 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 Ri~hts: The COUNTY shall own and have all rights
subject to Screen Actors Guild and American Federation of TV and Radio Artists
regulations and talent contracts, to any and all layouts, copy, art work, films and other
advertising materials which the FIRM prepared or purchased for the COUNTY'S account
pursuant to a program, campaign, or project which the TDC has approved in writing,
regardless of whether such material was published, displayed, broadcast, distributed or
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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.
7. APPROVAL AND CHANGES: The TDC 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 shad 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 TDC's
behalf. All contractual commitments to media require the TDC's prior written anproval.
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 contract upon termination thereof.
9. EXCLUSIVE REPRESENTATION: The 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
TDC and COUNTY. Provision of creative and mechanical services for participanlts in co-
op advertising and other County programs is permissible.
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 emp[oyer
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 providers utilized in fulfillment of this
Agreement, and shall disclose said interests as they may arise from time to time.
11. LA WS AND REGULATIONS: It shall be understood and agreed $at any
and all services, materials and equipment shall comply fully with all Local, State a,p,d
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 TDC will not be responsible
for any finance charges.
14. RELATION OF COUNTYrrDC: It is the intent of the parties hereto that
Tinsley Advertising & Marketing Inc. 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 TDC and the COUNTY and TnC
shall at no time be legally responsible for any negligence on the part of Tinsley
Advertising & Marketing Inc., 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 poten~al
conflicts or interest, as defined by Florida Statute 112 and Monroe County Code an~ shall
disclose to the COUNTY and TDC all actual or proposed conflicts of interest, finanlcial or
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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 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 contract, or of any or all of its rights, title or interest therein, or
its power to execute such contract to any person, company or corporation without prior
written consent of the COUNTY.
18. COMPLIANCE WITH LAWS-NONDISCRIMINATION: The FIRM
shall comply with all 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 contract 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 contract 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 contract.
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 contract or
imposed by law.
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The Monroe County Board of County Commissioners, its employees 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 ofInsurance
Requirements" and approved by Monroe County Risk Management.
A. Prior to the commencement of work governed by this contract 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 contract.
Coverage shall be provided by a company or companies authorized to
transact business in the state of Florida and the company or companies must mairttain a
minimum rating of A-VI, as assigned by the A.M. Best Company.
B. Prior to the commencement of work governed by this contract, the FIRM
shall obtain General Liability Insurance. Coverage shall be maintained throughout the
life of the contract 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 contract. 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 contract 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 contract and include, as
a minimum, liability coverage for:
* Owned, Non-Owned, and Hired Vehicles
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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
D. Advertising Professional Liability Insurance with minimum limits of
$1,000,000 per Occurrence and $2,000,000 aggregate.
20. GOVERNING LA WNENUE: 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 mc 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 his/its behalf any former COUNTY office or employee in
violation of Section 2 or Ordinance No. 10-1990 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 contract without liability and may also,
at its discretion, deduct from the contract 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.
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(CORPORATE SEAL)
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