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10/01/1998-09/30/2001 )Bannp 1.. ltolbage BRANCH OFFICE 3117 OVERSEAS HIGHWAY MARATHON, 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 88820 OVERSEAS HIGHWAY PLANT A nON KEY, FLORIDA 33070 TEL. (305) 852-7145 FAX (305) 852-7146 MEMORANDUM TO: Lynda M. Stuart, Office Manager Tourist Development Council Ruth Ann Jantzen, Deputy Clerk fiIJj- . FROM: DATE: August 24, 1998 SUBJECT: Executed Agreements I At the August 12, 1998 County Commissioner Meeting, the Board granted approval and authorized execution of the following documents: Prange & O'Hearn to provide services for a Visitor Profile Survey to be amended to allow for additional questions to be asked of respondents and for the County to pay an additional $.50 per survey (250 surveys per month) for a total amount not to exceed $27,987.50FY 98, and $19,987.50FY 99. Amendment to Agreement between Monroe County and Pigeon Key Foundation to extend the contract period to September 30,1999. Agreement between Monroe County and Stuart Newman Associates to provide Public Relation Services for Monroe County covering a period commencing. October 1, 1998 and tenninating on September 20, 2001, with an option to extend contract for an additional twelve month period, in an amount not to exceed $304,000 for FY 99; $324,000 for FY 2000; and $344,000 for FY 2001. Agreement between Monroe County and Pigeon Key Foundation, Inc., for capital improvement projects, FY 98, DAC nI, Third Penny, in the amount of $4,866.00. Agreement between Monroe County and the Florida Keys Land & Sea Trust for capital improvement projects, FY 98, DAC nI, Third Penny, in the amount of $6,000.00. .'~"tL" AGREEMENT qqr' tJ. /1.. -If THIS AGREEMENT is entered into this/L. day ofl-'~U5!by arId between the BOARD OF COUNTY COMMISSIONERS, Monroe County, Florida, hereinafter referred to as the COUNTY arId Stuart NewmarI Associates, Inc., a Florida Corporation, hereinafter referred to as FIRM; WITNESSETH WHEREAS, FIRM is qualified to provide public relation services which promote tourism, arId WHEREAS, the Tourist Development Council (TDC) has recommended to COUNTY that FIRM be awarded a contract for public relation services, arId 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, 1998 arId expiring on September 30, 2001. The COUNTY has arI option to extend this contract for arI 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 public relation agency for the Monroe County Tourist Development Council arId Monroe County, The FIRM arId 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 contract is a professional services contract with expectation that principal personnel performing the services are those personnel listed. Notice of arIY charIge in personnel shall be sent to the Tourist Development Council arId the Board of County Commissioners. The principals assigned are the following: 1) Stuart N ewmarI, President 2) Andrew NewmarI, Senior Vice President arId Account S~~or\O .." MINIMUM STAFF PERSONNEL ASSIGNED: ~ ~..: :;= ::0 n '0- c: rI'1 Account MarIager 0 r :;::; en C r<'I:x;-.. Account Executive C")' ,_.. ~ .." M d. C d' 0(")' C> e la oor mator ~ ~;:'Ie;: -0 ::0 Lower Keys & Key West Liaison ~ ~ ~ :x fg Upper Keys & Middle Keys Liaison :.,:-ii;: ~ g FinarIce/ Account/Clerical Support ~ ~ a: ~ B. At least one of the principals or Account MarIager shall meet with the Monroe County Tourist Development Council (TDC) at all regularly scheduled meetings of the TDC arId at arIY 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 ChairmarI or Vice-ChairmarI of the TDC; the ChairmarI of the Public Relation's Committee, Marketing Director or other designee. Other duties include consultations with TDC Advisory Committees from the five districts, umbrella programs arId/or Chambers of Commerce within the Florida Keys as directed by the TDC; participation in developing of Marketing PlarI; liaison with special events on behalf of the TDC; arId liaison with private sector resorts, attractions and other tourism related areas in Monroe County, as it relates to the development of arI effective marketing program for the Florida Keys. D. Provide staff services to marIage communications to develop awareness, promote favorable image arId goodwill for the TDC. E. Provide the development of favorable National arId International publicity . F. Provide the establishment arId maintenarIce of contacts with print arId broadcast media. G. Provide the preparation of press kits. H. Provide the development arId distribution of photographs arId news releases for trade arId consumer media.. 1. Provide preparation of public relations plarI with coordination of TDC marketing plarI. J. Provide representation of TDC at selected trade shows, sales/media missions, F AM tours, media workshops arId journalist conferences. K. Provide the establishment arId marIagement of contracts with sub - agencies for international, specialty or other markets. L. Address emergency situations that affect tourism arId provide a crisis marIagement program. M. Provide Editorial support for Internet web site. N. Provide publicity before, during arId after special events. O. Provide assistarIce to the Florida Keys Film Commission. P. Maintaining appropriate records of print clippings arId broadcast coverage. Q. Provide periodic reports on public relations activities. R. Provide development arId maintenarIce of a videotape/still photo libraries. S. Provide a measurability process to evaluate the public relation programs. T. Provide implementation of such services as outlined within the objectives, goals and strategies of the annual marketing plan. U. Performing such other public relations activities as required by the TDC. 4. COMPENSATION: Compensation arId expenses will be paid, subject to availability of Tourist Development Tax funds arId approved purchase orders as follows: A. The FIRM shall be compensated for public relation activities that have been approved through the annual marketing plarI. 2 B. The FIRM shall have pre-approval on all other projects arId materials by the TDC Marketing Director, TDC ChairmarI or TDC according to TDC arId Monroe County Procurement Policies. C. The FIRM shall have all fees arId expenses placed on invoices that have the proper approved purchase order account number arId follow County requirements for payment. D. The FIRM shall be compensated for the performarIce of all public relations staffed services outlined within the scope of services as defined by this agreement arId the approved FY '99 Marketing PlarI for arI agency fee of: First Year Second Year Third Year *Fourth Year *If agreement is renewed. E. The FIRM will be reimbursed at cost for all actual expenses incurred for media materials, postage, FedEx, clipping services, special event support, research, web site maintenarIce, promotional items, seminars or show registrations, sub- agency contracts, entertainment of media, broadcast support, photography, broadcast production, travel expenses arId all other projects or production materials that are necessary for the fulfillment of this agreement arId have been approved in advarIce by the TDC according to TDC arId Monroe County Procurement Policies. The firm's telecommunication services are included in their professional fees. F. The FIRM may provide Public Relation Services above arId beyond their normal requirements as defined by this contract arId the approved FY '99 Marketing PlarI, for TDC funded special events, turnkey or otherwise, as approved by the TDC in advarIce. Such services will be charged back to the event upon approval of event coordinator arId the TDC. G. Contracted services are contracts entered into by Stuart NewmarI Associates for services to be provided for Monroe County which include, but are not limited to International public relations, local liaisons arId other services properly authorized in advarIce by the Tourist Development Council arId Board of County Commissioners. H. All Reimburseable expenditures paid by the County shall be subject to the annual public relations expense budget approved by the Tourist Development Council arId Board of County Commissioners. 1. The FIRM shall submit to the Tourist Development Council monthly billings for one-twelfth (1112) of the annual agency fee for staff arId contract services. Reimburseable expenditures shall be invoiced arId billed to the County for payment on a monthly basis. The County shall be responsible for payment of all authorized fees arId costs due the FIRM within a thirty (30) day period of receiving InVOIces. 5. RECORDS - ACCESS AND AUDITS: The Provider shall maintain adequate arId complete records to justify all charges, expenses arId costs incurred in performing the work for at least three (3) years after completion of this Agreement. The $304.000.00 $324.000.00 $344.000.00 $364.000.00 3 County shall have access to such books, records, arId documents concerning the contracted services. The access to arId inspection of such books, records, arId documents by the TDC/County shall occur at arIY reasonable time. Provider understarIds that it shall be responsible for repayment of arIY and all audit exceptions identified by TDC/County. Any current or subsequent contract awards will be offset by the amount of arIY audit exceptions. In the event there are not funds still held by the TDC arId County for a contract award, the amount of audit exception shall be billed to Provider who shall promptly pay same. 6. GENERAL PROVISIONS: A. Public Relations Agency of Record: The FIRM shall act as the agency of record of the COUNTY arId TDC for all public relations services, except as mutually agreed otherwise, arId for the performarIce of related or special services as requested by the TDC. B. COUNTY shall indemnify arId hold FIRM harmless from arIY 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 TDC. FIRM agrees to indemnify arId hold harmless Monroe County against arIY claim of liability, losses arId causes of action which may arise out of the fulfillment of the agreement. It agrees to pay all claims arId losses arId shall defend all suits filed due to the negligent acts, errors or omissions of its employees arId/or agents, including related court costs. C. Property Rights: The COUNTY shall own arId have all rights subject to regulations arId talent contracts, to arIY arId all copy, photos, films arId other promotional materials which the FIRM prepared or purchased for the COUNTY'S account purSUarIt to a program, campaign, or project which the TDC 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 accordarIce with the provisions of this Agreement. Rejected concepts arId layouts will not be charged to COUNTY. 7. APPROVAL AND CHANGES: The TDC shall have the sole arId exclusive right to approve, modify, reject, or carIcel arIY arId all plarIs, proposals, submissions arId 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 arIY contractual commitments to media made on the TDC's behalf. All contractual commitments to media require the TDC'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 carIcel this Agreement at its sole discretion upon 120 days written notice to the other party. FIRM shall deliver to the COUNTY all papers arId other material related to the work perfoImed under this contract upon termination thereof. 9. EXCLUSIVE REPRESENTATION: The FIRM agrees that it will not represent arIY private resort; attraction; event or other destination within Monroe County 4 or other county or city destinations within the State of Florida without approval from the TDC arId COUNTY. FIRM shall act at all times herein as independent contractor, arId nothing contained herein shall be construed to create the relation of principal agent or employer arId employee, between COUNTY arId FIRM. 10. DISCLOSURE OF FINANCIAL INTEREST: The FIRM agrees to disclose within thirty (30) days of the execution of this Agreement arIY existing finarIcial interest in the business of its suppliers or providers utilized in fulfillment of this Agreement, arId shall disclose said interests as they may arise from time to time. 11. LAWS AND REGULA nONS: It shall be understood arId agreed that arIY arId all services, materials arId equipment shall comply fully with all Local, State arId F ederallaws arId regulations. 12. TAXES: The COUNTY arId TDC are exempt from Federal Excise and State of Florida Sales Tax. 13. FINANCE CHARGES: The COUNTY arId TDC will not be responsible for arIY finarIce charges. 14. RELATION OF COUNTYITDC: It is the intent of the parties hereto that Stuart NewmarI Associates shall be legally considered as arI independent contractor arId that neither it nor its employees shall, under arIY circumstarIces, be considered servarIts or agents of the COUNTY arId TDC arId the COUNTY arId TDC shall at no time be legally responsible for arIY negligence on the part of Stuart NewmarI Associates, its employees or agents, resulting in either bodily or personal injury or property damage to arIY individual, firm or corporation. 15. DISCLOSURE: The FIRM shall be required to list arIY or all potential conflicts or interest, as defined by Florida Statute 112 arId Monroe County Code arId shall disclose to the COUNTY arId TDC all actual or proposed conflicts of interest, finarIcial or otherwise, direct or indirect, involving arIY client's interest which may conflict with the interest of the COUNTY arId TDC. 16. FORCE MAJEURE: Firm shall not be liable for delay in performarIce or failure to perform, in whole or in part, the services due to the occurrence of arIY contingency beyond its control or the control of arIY of its subcontractors or suppliers, including labor dispute, strike, labor shortage, war or act of war, whether arI actual . declaration thereof if made or not, insurrection, sabotage, riot or civil commotion, act of public enemy, epidemic, quararItine restriction, accident, fire, explosion, storm, flood, drought or other act of God, act of arIY 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, arId arIY such delay or failure shall not constitute a breach of this Agreement. 17. ASSIGNMENT: The FIRM shall not assign, trarIsfer, convey, sublet or otherwise dispose of this contract, or of arIY or all of its rights, title or interest therein, or its power to execute such contract to arIY person, comparIY or corporation without prior written consent of the COUNTY. 18. COMPLIANCE WITH LAWS-NONDISCRIMINATION: The FIRM shall comply with all international, federal, state arId local laws arId ordinarIces applicable to the work or payment for work thereof, arId shall not discriminate on the grounds of 5 race, color, religion, sex, age, or national origin in the performarIce of work under this Agreement. This Agreement shall be subject to all international, federal, state, arId local laws arId ordinarIces. 19. INSURANCE: The FIRM shall maintain the following required insurarIce throughout the entire term of this contract arId arIY extensions. Failure to comply with this provision may result in the immediate suspension of all work until the required insurarIce has been reinstated or replaced. Delays in the completion of work resulting from the failure of the FIRM to maintain the required insurarIce shall not extend arIY deadlines specified in this contract arId arIY penalties arId failure to perform assessments shall be imposed as if the work had not been suspended, except for FIRM's failure to maintain the required insurarIce. The FIRM shall provide, to the County, as satisfactory evidence of the required insurarIce, either: * Certificate of InsurarIce or * A Certified copy of the actual insurarIce policy The COUNTY, at its sole option, has the right to request a certified copy of arIY or all insurarIce policies required by this contract. All InsurarIce policies must specify that they are not subject to carIcellation, non- renewal, material charIge, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to the COUNTY by the insurer. The acceptarIce arId/or approval of the FIRM's insurarIce shall not be construed as relieving the FIRM from arIY liability or obligation assumed under this contract or . imposed by law. The Monroe County Board of County Commissioners, its employees arId officials will be included as "Additional Insured" on all policies, except for Workers' Compensation. Any deviations from these General InsurarIce Requirements must be requested in writing on the County prepared from entitled "Request for Waiver of InsurarIce Requirements" arId approved by Monroe County Risk MarIagement. A. Prior to the commencement of work governed by this contract the FIRM shall obtain Workers' Compensation InsurarIce with limits sufficient to respond to Florida Statute 440. In addition, the FIRM shall obtain Employers' Liability InsurarIce with limits of not less tharI: $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 comparIY or comparIies authorized to trarIsact business in the state of Florida arId the comparIY or comparIies must maintain a minimum rating of A-VI, as assigned by the A.M. Best ComparIY. B. Prior to the commencement of work governed by this contract, the FIRM shall obtain General Liability InsurarIce. Coverage shall be maintained throughout the life of the contract arId include, as a minimum: 6 * Premises Operations * Products arId Completed Operations * Blanket Contractual Liability * Personal Injury Liability * ExparIded 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 InsurarIce. Coverage shall be maintain throughout the life of the contract arId include, as a minimum, liability coverage for: * Owned, Non-Owned, arId 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 20. GOVERNING LAWNENUE: This Agreement shall be governed arId construed by arId in accordarIce with the laws of the State of Florida arId constitutes the entire agreement between the COUNTY arId FIRM. Venue for arIY dispute shall bein Monroe County. 21. ENTIRE AGREEMENT AMENDMENT: This writing embodies the entire Agreement arId understarIding between the parties hereto, arId there are not other agreements arId understarIdings, oral or written, with reference to the subject matter hereof that are not merged herein arId superseded hereby. Any amendment to this Agreement shall be in writing recommended by the TDC arId approved by the COUNTY arId signed by both parties. 22. SEVERABILITY: If any provisions of this Agreement shall be h~ld by a Court of competent jurisdiction to be invalid or unenforceable, the remainder of this agreement, or the application of such provision other tharI those as to which it is invalid or unenforceable, shall not be affected thereby; arId each provision of this Agreement shall be valid arId enforceable to the fullest extent permitted by law. 7 23. AUTHORITY: Each of the signatories for the firm below certifies arId warrarIts that: a) The firm's name in the agreement is the full name as designated in its corporate charter, arId b) they are empowered to act arId contract for the contractor arId c) this agreement has been approved by the firm's Board of Directors. 24. ETHICS CLAUSE: FIRM warrarIts that he/it has not employed retained or otherwise had act on his/its behalf arIY former COUNTY office or employee in violation of Section 2 or OrdinarIce No. 10-1990 or arIY COUNTY officer or employee in violation of Section 3 ofOrdinarIce No. 10-1990. For breach or violation of the provision the COUNTY may, at its discretion terminate this contract without liability arId may also, at its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of arIY fee, commission, percentage, gift, or consideration paid to the former or present COUNTY officer or employee. y L. Kolhage, Clerk Board Of County Commissioners of M oe County ~- (CORPORATE SEAL) Attest: Stuart NewmarI Associates pt{} ,]'- ~ 1 r; President ~tfov"'4t. ROland Wenlngton-Banb,1II ~l:.. l; COMMISSION # CC 499473 ~ !Ie EXPIRES OCT 4, 1999 BONDED THRU !1J!;~~r APPROVED AS TO FOR AND L AL SUFFICIEN 8