10/01/2012-09/30/2015 09/21/2012 AGREEMENT
THIS AGREEMENT ("agreement") is entered into this 4Sf7 ✓day of •, 2012, by and between Monroe
County, a political subdivision of the state of Florida, ("County") and Stuart Newman Associates, Inc. d/b/a
NewmanPR("Firm").
WITNESSETH:
WHEREAS, Firm is qualified to provide public relations services which promote tourism; and
WHEREAS, the Monroe County Tourist Development Council (TDC) is an advisory body to
County and has recommended to County that Firm be awarded an agreement for public relations services;
and
WHEREAS, County desires to enter into this agreement for tourism based public relations services
with the Firm;
NOW, THEREFORE,the parties agree as follows:
1. Term: The term of this agreement is for a period of three (3) years beginning October 1, 2012 and
expiring on September 30, 2015. The County has an option to extend this agreement for an
additional two (2) year period under the same conditions subject to negotiation of monetary terms,
upon 90 days prior written notice of the agreement extension to Firm.
2. Scope of Services: The Firm will serve as the full-service public relations agency, executing a
tourism based public relations campaign for the Monroe County TDC and County. The Firm and
the public relations programs are subject to review by the Monroe County TDC.
A. Key Personnel: This agreement is a professional service agreement with expectation that
principal personnel performing the services are those personnel listed. Prior notice of any
change in key personnel, such as the Senior Account Supervisor, shall be sent to the TDC for
approval.
The principals assigned are the following:
1) Stuart Newman, President and Account Advisor
2) Andrew A. Newman, Senior Vice President and Senior Account Supervisor
3) Buck Banks, Executive Vice President and Copy Editor/Online Media Director
ADDITIONAL MINIMUM STAFF PERSONNEL ASSIGNED:
1) Account Executive f--•
2) Media Manager 'wJ c
3) Account Support
4) Finance/Account/Clerical Support u-i
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In addition, the agency will contract with Keys-based individuals to provide for an Upper Keys/Middle
Keys stringer and for a Lower Keys/Key West stringer to be funded from the public relations expense
budget.
B. The Senior Account Supervisor and/or account executive shall meet with the Monroe County
TDC at all regularly scheduled meetings of the TDC and Advisory Committees, and at any
other times as directed by the TDC.
C. Firm agrees to assign a Public Relations Senior 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 Senior Account Supervisor will include contact as required with the
Chairperson or Vice Chairperson of the TDC, Marketing Director or other designee. Other
duties include regular consultation visits throughout Monroe County; consultations with TDC
Advisory Committees within the Keys, and interfacing with other agencies of record such as
Advertising and Website provider as directed by the TDC relating 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 Florida Keys tourism product.
E. Provide the development of favorable national and international publicity for the Florida
Keys tourism product.
F. Provide the establishment and maintenance of contacts with print, interne and broadcast
media.
G. Provide the preparation of media kits.
H. Coordinate development and distribution of news materials for trade and consumer media.
I. Develop and coordinate media familiarization tours for the Florida Keys.
J. Work with media personnel to gather information for their reports.
K. Develop the public relations section of the TDC's annual marketing plan.
L. Provide representation of TDC at selected trade shows, sales/media missions, FAM tours,
media workshops, and journalist conferences.
M. Provide at least one representative to attend TDC meetings; district advisory committee (five
individual DACs); cultural, diving and fishing umbrella meetings.
N. Provide periodic written and/or oral reports on public relations activities to the TDC and
District Advisory Committees.
O. Provide the establishment and management of agreements with sub-
agencies for international, specialty or other public relation markets and/or programs.
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P. Prepare for and respond to emergency crisis situations that affect tourism and provide a crisis
communications program when needed.
Q. Coordinate crisis communications training for Keys tourism officials.
R. Interface with County officials and other local municipalities to consult with and provide
communications assistance to deal with issues that relate to tourism.
S. Provide editorial support for TDC web site and social media channels.
T. Provide publicity before, during, and after selected special events.
U. Provide assistance to the Florida Keys Film Commission.
V. Maintain appropriate records of print clippings, internet, and broadcast coverage.
W. Provide development and maintenance of video and still image libraries.
X. Provide a measurability process to evaluate the public relations programs.
Y. Provide implementation of such services as outlined within the objectives, goals, and
strategies of the annual marketing plan.
Z. Perform such other public relations activities as required by the TDC.
3. Compensation: Compensation shall be paid for fees and reimbursement expenses, subject to
availability of Tourist Development Tax Funds. Monroe County's performance and obligation to pay
under this agreement is contingent upon an annual appropriation by the County.
A. Agency Fees: 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 fiscal year Marketing Plan for an annual agency administration fee of$585,000. The
Firm shall submit to the TDC monthly billings in arrears for one-twelfth (1/12) of the annual
agency fee. The Firm shall have all fees placed on invoices that have the proper approved
purchase order account number and follow County requirements for payment. Following the
third year, the County has an option to extend this agreement for an additional two (2) year
period under the same conditions subject to negotiation of monetary terms.
B. Reimbursement Expenses: All reimbursable expenditures paid by the County shall be subject
to the annual public relations expense budget approved by the TDC and County. The Firm shall
have all expenses placed on invoices that have the proper approved purchase order account
number and follow County requirements for payment.
The Firm will be reimbursed at cost for all actual expenses incurred for media materials,
postage, shipping, clipping services, special event support, research, website 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
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have been approved in advance by the TDC according to Monroe County Procurement Policies.
The Firm's telecommunication services are included in their professional fees.
The Firm will be reimbursed at cost for all actual expenses incurred for media materials,
postage, shipping, clipping services, special event support, research, website 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 Monroe County Procurement Policies.
The Firm's telecommunication services are included in their professional fees.
C. 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 TDC funded special events, as approved by the TDC Marketing Director in
advance.
D. The Firm shall provide the establishment and management of agreements with sub-agencies for
international, specialty or other public relation markets and/or programs.
E. 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 (Florida Statute:
218.70 through 218.77).
F. The Firm is required to have pre-approval on all other projects and materials by the TDC
Marketing Director, TDC Chairperson or TDC according to TDC and Monroe County
Procurement Policies.
4. 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 four (4) 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 TDC/County for an agreement award, the amount of
audit exception shall be billed to Firm who shall promptly pay same. Records may be subject to
disclosure pursuant to Chapter 119, Florida Statutes.
5. Public Relations Agency of Record: Firm shall act as the agency of record of the County/TDC for
all tourism based public relations services, except as mutually agreed otherwise, and for the
performance of related or special services as requested by the TDC.
6. Indemnification and Hold Harmless: Firm agrees to indemnify and hold harmless Monroe County,
its TDC Board of Directors, officers, agents, and employees against any claim of liability, losses
and causes of action which may arise out of, in connection with, or by reason of services provided
in the fulfillment of this agreement. It agrees to pay all claims and losses and shall defend all suits
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filed due to the negligent acts, errors or omissions of its employees and/or agents, including related
court costs.
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7. Property Rights: The County shall own and have all rights subject to regulations and talent
agreements, to.any and all copy, photos, films, video and other promotional materials which the
• Finn 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 otherwise presented prior to the termination of the agreement,
provided the County has paid for same in accordance with the provisions of this agreement.
8. 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 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 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.
9. Termination: Termination of this agreement shall occur at the natural ending date or earlier should
either party terminate with or without cause upon providing 120 days written notice prior to the
termination date. 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 contracted services.
10. Exclusive Representation: 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.
11. 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 utilized in
fulfillment of this agreement, and shall disclose said interests as they may arise from time to time.
12. 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.
13. Taxes: The County and TDC are exempt from federal excise and State of Florida sales and use tax.
14. Finance Charges: The County and TDC will not be responsible for any finance charges.
15. Relations of County/TDC and Firm: It is the intent of the parties hereto that Firm 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. County and TDC shall at
no time be legally responsible for any negligence on the part of Firm, its employees or agents,
resulting in either bodily or personal injury or property damage to Firm, any individual, or
corporation.
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16. 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 TDC 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.
17. 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 is 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. However, Firm shall, within one week of such event, make
alternative arrangements to ensure that services continue uninterrupted.
18. Assignment: 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, new owner, company or corporation without prior written consent of the County.
19. 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 thereof, 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.
20. 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 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.
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.
Stuart Newman Associates, Inc. d/b/a NewmanPR
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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, 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 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
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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:
$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
A. Recognizing that the work governed by this agreement involves the furnishing of advice or
services of a professional nature, the Firm shall purchase and maintain,throughout the life of
the agreement, Professional Liability Insurance which will respond to damages resulting from
any claim arising out of the performance of professional services or any error or omission of
the Firm arising out of work governed by this agreement. The minimum limits of liability
shall be: $250,000 per Occurrence/$500,000 Aggregate.
21. Governing Law/Venue: 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.
22. Entire Agreement: 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 not be effective unless it is in writing recommended by the
TDC and approved by the County and signed by both parties.
23. 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 proposal 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.
24. Authority: Each of the signatories for the Firm below certifies and warrants that:
a) Firm's name in the agreement is the full name as designated in its corporate charter.
b) He/she is empowered to act on this agreement for the Firm.
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c) This agreement has been approved by the Firm's Board of Directors.
• 25. 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 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.
26. 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,
Florida Statutes,for Category Two for a period of 36 months from the date of being placed on the
convicted vendor list.
IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above
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writteII'`,= _ :' '•)d'
.(SEAL);=; , ; '-s:•�� Board of County Commissioners
Attest Danny L;Kolhlege,Clerk of Monroe County
'Deputy Clerk r/Chairman
(CORPORATE SEAL) Stuart Newman Associates,Inc.d/b/a NewmanPR
Attest:
By77'.74/n
By
(71- i
Secretary President
Print Name Print Name
OR TWO WITNESSES
(1)Witness (2)Witness
Print Name Print Name
MONROE COUNTY ATTORNEY
AfRO�� IT r rot
Stuart Newman Associates,Inc.d/b/a NewmanPR
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ID#: 1020 ASSIS NT OU TY ATTORNEY
9 Date r — O