08/17/2016 Agreement4 <
CLERK OF CIRCUIT COURT & COMPTROLLER
\: _• . , AMY NEAVILIN, CPA
NROE COUNTY, FLORIDA
DATE: September 8, 2016
TO: Maxine Pacini, Office Manager
Tourist Development Council
ATTN. Amy Machan
Administrative Assistant
FROM: Cheryl Robertson Executive Aide to the Clerk of Court & Comptroller V �.
At the August 17, 2016 Board of County Commissioner's meeting the Board granted approval and
authorized execution of Items:
DI Approval of an Agreement with Tinsley Advertising & Marketing, Inc. To provide
advertising services which promote tourism.
D2 Approval of an Agreement with Monroe Council of the Arts, d/b/a Florida Keys Council
of the Arts to supplement cost of tourist related programs.
D3 Approval of an agreement with Monroe Council of the Arts d/b/a Florida Keys Council
of the Arts to act as a Cultural Umbrella Organization to make recommendations to the
Monroe County TDC and BOCC on funding for tourism related cultural activities.
D4 Approval of an Agreement with Florida Keys Fishing Tournaments, Inc. to oversee the
TDC Fishing Umbrella, and advisory committee to make recommendations to the TDC
and BOCC concerning funding for tourism related fishing activities and marketing.
D6 Approval of Amendment to Agreement with JDO Insights, Inc. (d.b.a. Insights, Inc.) to
provide Visitor Profile Services.
CC: County Attorney (Electronic Copy)
Finance (Electronic Copy)
File (Electronic Copy)
500 Whitehead Street Suite 101, PO Box 1980, Key West FL 33040 Phone: 305-295-3130 Fax: 305-295-3663
3117 Overseas Highway, Marathon, FL 33050 Phone: 305-289-6027 Fax. 305-289-6025
88820 Overseas Highway, Plantation Key, FL 33070 Phone: 852-7145 Fax. 305-852-7146
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ADVERTISING AGENCY AGREEMENT I
THIS AGREEMENT (Agreement), made and entered into this day of 12016, A.D., by
and between Monroe County, Florida, (hereinafter called the County), and Ti ley Advertising &
Marketing, Inc. (hereinafter called the Contractor).
WITNESSETH:
WHEREAS, Contractor is uniquely qualified to provide professional advertising services
which includes consulting advice relating to the Tourist Development Council (TDC) marketing and
promotion of tourism, and
WHEREAS, Contractor has been furnishing quality professional advertising services which
promote tourism to the County for thirty (30) years; and
WHEREAS, County and Contractor currently have a contractual arrangement for services
through September 30, 2016; and
WHEREAS, the TDC, an advisory board to the County's Board of County Commissioners
(BOCC) has recommended to County that a new Agreement for advertising services be entered into
with Contractor, and
WHEREAS, County desires to enter into this Agreement for advertising services with the Contractor;
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,
2016 and expiring on September 30, 2019. The County shall have an option to extend the
Agreement for one additional two (2) year period.
2. Scope of Services: The Contractor will serve as the full -service advertising agency for the
Monroe County TDC and County. The Contractor and the advertising 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. Notice of
any change in personnel shall be sent to the TDC and County. The principals assigned are the
following:
1) Sandy Tinsley, Chief Executive Officer
2) John Underwood, Chief Marketing Officer/Account Management Supervisor
3) Dorn Martell, Chief Creative Officer
MINIMUM STAFF PERSONNEL ASSIGNED:
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1) Account Management Supervisor; approved by the Chairperson of the TDC
and Marketing Director
2) Senior Account Executive; Account Coordinator and additional staff within
the normal services will be assigned as required.
B. At least one of the principals 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. Contractor agrees to assign an advertising 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 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 Public Relations and Website
provider as directed by the TDC; participation in, and coordination of, media planning; coordination
of production and traffic activities with the Contractor; coordination of and liaison with mail fulfillment
services on behalf of the TDC; and liaison with private sector resorts, attractions and other tourism
related fields in Monroe County, relating to the development of an effective advertising program for
the Florida Keys.
D. Contractor agrees that time is of the essence, and to provide on a timely basis,
copy and concepts and supervision of tangible materials for media and collateral production
materials, including: radio and television, print, digital/mobile, website, outdoor, direct mail or any
such technology which may be employed to further the objectives of the TDC; traffic and billing of
media and collateral production materials.
E. Contractor shall provide input into the design and creative content of the
website.
F. Contractor shall employ its knowledge of available media and media research,
and normal use of out -sourced media research services to which the Contractor subscribes for the
purpose of planning media advertising programs.
G. Contractor shall counsel TDC/County in the use of special media, marketing,
product and consumer research as may be advisable.
H. Contractor shall formulate and recommend media plans based on written
objectives established within the TDC marketing plan, and reviewed on an annual basis.
I. Contractor shall order media 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.
J. Contractor shall negotiate special talent fees in accordance with trade contracts
to be more inclusive of total work and keep costs to a minimum.
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K. Contractor may establish Agreements with sub -contractors for production,
traffic and other marketing services.
L. Contractor shall obtain written pre -approval on all advertising, media buys,
production and materials from the TDC Marketing Director or TDC Chairperson.
M. Contractor shall have all media and production expense accounts placed on
individual purchase orders. All invoices shall have 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.
3. Compensation: Compensation shall be paid, subject to availability of Tourist
Development Tax Funds and approved purchase orders as follows:
A. Media Placement:
1) Contractor shall be compensated for media placement at the net cost to
Contractor plus 14% percent commission, upon receipt and proof of
payment of media invoices with affidavits and/or tear sheets, screenshots,
etc. Net rate is the actual negotiated paid cost for media placement to the
vendor without any markup costs. This will include all generic and district
campaigns, cultural, fishing and diving umbrella campaigns, and all co-op
advertising placement. Co-op advertising is established to provide lodging
accommodations and other tourist related businesses within Monroe County
an opportunity to buy into TDC advertisements at a cost effective rate.
2) Contractor shall be reimbursed for projects designated as special projects
approved by the TDC at actual costs, plus 14%, the total not to exceed the
amount budgeted by TDC.
3) In the event of a catastrophe for Monroe County and/or for South Florida,
such as a hurricane, and subject to the provisions in paragraph 17, Force
Majeure, or other crisis management situation, the Contractor shall confer
with the TDC Marketing Director and/or TDC Chairperson and perform the
same types of services described in this Agreement. The Contractor also
agrees that it will have protocol (see Exhibit A) in place for any catastrophe
affecting the Contractor's base of operations, i.e.: safeguarding of all official
photography & film; facilities and equipment available; staff availability and
all other vital material relative to the continued marketing of the Florida
Keys. In addition, the Contractor will ensure the ability to cancel existing
media and produce and place ongoing media.
B. Reimbursable Expenditures: The County shall reimburse the Contractor for all
approved expenditures and payments made on the County's behalf for media placement subject to
state and County rules and regulations. Packaging, shipping, express mail, postage, legal expenses
on behalf of County, and travel expense for Contractor's personnel shall be considered
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reimbursable expenses, subject to County's approval. 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 Contractor to the TDC shall have the proper
purchase order number, and be marked as to which account is properly
chargeable.
2) Normal production costs for specific pre -approved jobs will be submitted for
payment at one time upon completion. The Contractor is encouraged to use
in -county vendors to supply services wherever possible, and when the local
vendors are able to supply goods or services that are at least equivalent to
the quality of goods and services of out -of -county vendors, and meet the
needs of the TDC and the County. To that end, the Contractor understands
and agrees that in any project the Contractor, if requested, may need to
prepare and submit a production budget for approval by the TDC Marketing
Director. This budget would include a breakdown of expenses by category
and the name of each vendor or subcontractor proposed for each category.
3) No percentage will be added to Contractor charges for packaging, shipping,
express mail, postage, telephone, legal fees and services and travel
expenses for Contractor's personnel.
4) The Contractor's invoices and statements shall be payable by County
according to the Florida Local Government Prompt Payment Act.
D. Production Charges:
1) The 14% commission on the net media placement budget covers the cost
of: Contractor senior management services, account management services,
media services, accounting services and staff creative development
services for Generic, DAC, Event and Umbrella advertising as follows:
(a) Existing newspaper campaign ads, including: revised layout, new
copy/copy revisions, art direction, traffic & production supervision. Note:
computer artists and type, 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. Note: computer artists and type, stats and color copies not
included.
(c) Existing magazine ads, including: revised layout, new copy/copy
revisions, art direction, traffic & production supervision. Note: computer
artists and type, stats and color copies not included.
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(d) Existing digital/mobile marketing ads, including: revised format, new
copy/copy revisions, art direction, traffic & production supervision. Note:
computer artists and type, stats and color copies not included.
(e) Minor revisions to existing television and radio (such as new
supers/titles, sponsorship logos, etc.).
2) Creative Services Not Included: staff creative development services for
media and collateral materials, i.e.; photo shoots/TV shoots/podcast videos,
editing television commercials, videos/infomercials, point of sale materials,
new magazine campaigns, new newspaper campaigns, new digital/mobile
campaigns, direct mail, new brochures and major revisions to existing
brochures will be estimated and prior approval obtained for each project at
the following hourly rates:
Creative Director - $175.00
Concepts and Comprehensive Layouts - $160.00
Senior Copywriter - $160.00
Copywriter - $125.00
Senior Art Direction & Supervision - $150.00
Broadcast Supervision - $110.00
Computer Artist - $130.00
Traffic & Production Supervision - $120.00
Color Outputs $1.00 each
3) Out of pocket expenses for creative development are reimbursable at cost
plus 13% and include, but are not limited to, the following:
Photographers and Assistants
Film Production Crew
Editing Facilities & Services
Audio Recording Facilities
Models/Actors/Voice-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
Media and Collateral Materials
The County and the TDC assume no liability to fund this Agreement for an amount in excess of this
award. Payment for expenditures permissible by law and County policies shall be made through
reimbursement to Contractor upon presentation of invoices, and other documentation necessary to
support a claim for reimbursement. Monroe County's performance and obligation to pay under this
Agreement is contingent upon an annual appropriation by the Board of County Commissioners.
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4. Contractor's Acceptance of Conditions: The Contractor hereby agrees to carefully examine
the Scope of Services and assumes full responsibility therefore. Under no circumstances,
conditions or situations shall this Agreement be more strongly construed against the County than
against the Contractor.
a) Any ambiguity or uncertainty in the Scope of Services shall be interpreted and construed by
the County, and the County's decision shall be final and binding upon all parties.
b) The passing, approval and/or acceptance by the County of any of the services furnished by
the Contractor shall not operate as a waiver by the County of strict compliance with the terms
of this Agreement. Failure on the part of the Contractor, immediately after Notice to Correct
a default, shall entitle the County, if it sees fit, to correct the same and recover the
reasonable cost of such replacement and/or repair from the Contractor, who in any event
shall be jointly and severely liable to the County for all damage, loss and expense caused to
the County by reason of the Contractor's breach of this Agreement and/or his failure to
comply strictly and in all things with this Agreement and with the specifications.
c) The Contractor agrees that the TDC may designate representatives to visit the Contractor's
facility(ies) periodically to conduct random open file evaluations during the Contractor's
normal business hours.
d) The Contractor warrants that it has, and shall maintain throughout the term of this
Agreement, appropriate licenses and permits required to conduct its business, and that it will
at all times conduct its business activities in a reputable manner. Proof of such licenses and
permits shall be submitted to the County upon request.
5. Advertising Agency of Record: Contractor shall act as the agency of record for preparation
and placement of the County's TDC advertising using "bed tax" funds except as otherwise mutually
agreed upon. Contractor shall perform related or special services as requested by the TDC.
6. 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. Provision of creative and mechanical
services for participants in co-op advertising and other County programs is permissible.
7. Contractor's Financial Records: Contractor shall maintain all books, records and documents
directly pertinent to performance under this Agreement in accordance with generally accepted
accounting principles consistently applied. Each party to this Agreement or their authorized
representatives shall have reasonable and timely access to such records of each other party to this
Agreement for public records purposes during the term of the Agreement and for four years
following the termination of this Agreement. If an auditor employed by the County or Clerk
determines that monies paid to the Contractor pursuant to this Agreement were spent for purposes
not authorized by this Agreement, the contractor shall repay the monies together with interest
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calculated pursuant to Sec. 55.03, Florida Statute, running from the date the monies were paid to
Contractor.
8. Public Records Compliance: Contractor must comply with Florida public records laws,
including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the
Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and
inspection of, all documents, records, papers, letters or other "public record" materials in its
possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made
or received by the County and Contractor in conjunction with this Agreement and related to
Agreement performance. The County shall have the right to unilaterally cancel this Agreement upon
violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this
provision shall be deemed a material breach of this Agreement and the County may enforce the
terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled
to reimbursement of all attorney's fees and costs associated with that proceeding. This provision
shall survive any termination or expiration of the Agreement.
The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order
to comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this Agreement, the Contractor is
required to:
(1) Keep and maintain public records that would be required by the County to perform the service.
(2) Upon receipt from the County's custodian of records, provide the County with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a cost
that does not exceed the cost provided in this chapter or as otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law for the duration of the
Agreement term and following completion of the Agreement if the contractor does not transfer the
records to the County.
(4) Upon completion of the Agreement, transfer, at no cost, to the County all public records in
possession of the Contractor or keep and maintain public records that would be required by the
County to perform the service. If the Contractor transfers all public records to the County upon
completion of the Agreement, the Contractor shall destroy any duplicate public records that are
exempt or confidential and exempt from public records disclosure requirements. If the Contractor
keeps and maintains public records upon completion of the Agreement, the Contractor shall meet all
applicable requirements for retaining public records. All records stored electronically must be
provided to the County, upon request from the County's custodian of records, in a format that is
compatible with the information technology systems of the County.
(5) A request to inspect or copy public records relating to a County Agreement must be made
directly to the County, but if the County does not possess the requested records, the County shall
immediately notify the Contractor of the request, and the Contractor must provide the records to the
County or allow the records to be inspected or copied within a reasonable time.
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If the Contractor does not comply with the County's request for records, the County shall enforce the
public records Agreement provisions in accordance with the Agreement, notwithstanding the
County's option and right to unilaterally cancel this Agreement upon violation of this provision by the
Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid
public records request within a reasonable time may be subject to penalties under section119.10,
Florida Statutes.
The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public
records unless or otherwise provided in this provision or as otherwise provided by law.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305-292-
3470 BRADLEY-BRIAN(aD-MONROECOUNTY-FL.GOV, MONROE COUNTY
ATTORNEY'S OFFICE 1111 12T" Street, SUITE 408, KEY WEST, FL 33040.
9. Hold Harmless: The Contractor covenants and agrees to indemnify and hold harmless the
County and the TDC from any and all claims for bodily injury (including death), personal injury and
property damage (including property owned by Monroe County) and any other losses, damages and
expenses (including attorney's fees) which arise out of, in connection with, or by reason of services
provided by the Contractor or any of its subcontractors in any tier, occasioned by the negligence,
errors or other wrongful act of omission of the Contractor or its subcontractors in any tier, their
employees or agents.
10. Independent Contractor: At all times and for all purposes under this Agreement the
Contractor is an Independent Contractor and not an employee of the County. No statement
contained in this Agreement shall be construed so as to find the Contractor or any of his employees,
contractors, servants or agents to be employees of the County.
11. Nondiscrimination: The parties agree that there will be no discrimination against any person,
and it is expressly understood that upon a determination by a court of competent jurisdiction that
discrimination has occurred, this Agreement automatically terminates without any further action on
the part of any party, effective the date of the court order. The parties agree to comply with all
Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination.
These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352), which
prohibit discrimination in employment on the basis of race, color, religion, sex and national origin; 2)
Title IX of the Education Amendment of 1972, as amended (20 USC §§ 1681-1683, and 1685-
1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of
1973, as amended (20 USC § 794), which prohibits discrimination on the basis of handicaps; 4) The
Age Discrimination Act of 1975, as amended (42 USC §§ 6101-6107), which prohibits discrimination
on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as
amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol
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Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as
amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public
Health Service Act of 1912, §§ 523 and 527 (42 USC §§ 690dd-3 and 290ee-3), as amended,
relating to confidentiality of alcohol and drug abuse patent records; 8) Title VIII of the Civil Rights
Act of 1968 (42 USC §§ 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental
or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC §§ 1201), as
amended from time to time, relating to nondiscrimination in employment on the basis of disability;
10) Monroe County Code Chapter 13, Article VI, which prohibits discrimination on the basis of race,
color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression,
familial status or age; and 11) any other nondiscrimination provisions in any Federal or State
statutes which may apply to the parties to, or the subject matter of this Agreement.
12. Assignment/Sub-Agreement: The Contractor shall not assign or sub agreement its
obligations under this Agreement, except in writing and with the prior written approval of the County
and Contractor, which approval shall be subject to such conditions and provisions as the County
may deem necessary. This paragraph shall be incorporated by reference into any assignment or
subcontract and any assignee or subcontractor shall comply with all of the provisions of this
Agreement.
13. Compliance with Law: In providing all services/goods pursuant to this Agreement, the
Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating
the provisions of, such services, including those now in effect and hereinafter adopted. Any
violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this
Agreement and shall entitle the County to terminate this Agreement immediately upon delivery of
written notice of termination to the Contractor. The Contractor shall possess proper licenses to
perform work in accordance with these specifications throughout the term of this Agreement.
14. Disclosure and Conflict of Interest: The Contractor represents that it, its directors, principles
and employees, presently have no interest and shall acquire no interest, either direct or indirect,
which would conflict in any manner with the performance of services required by this Agreement, as
provided in Sect. 112.311, et seq., Florida Statutes. County agrees that officers and employees of
the County recognize and will be required to comply with the standards of conduct for public officers
and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to,
solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation;
misuse of public position, conflicting employment or contractual relationship; and disclosure or use
of certain information.
Upon execution of this Agreement, and thereafter as changes may require, the Contractor shall
notify the County of any financial interest it may have in any and all programs in Monroe County
which the Contractor sponsors, endorses, recommends, supervises or requires for counseling,
assistance, evaluation or treatment. This provision shall apply whether or not such program is
required by statute, as a condition of probation, or is provided on a voluntary basis.
The County and Contractor warrant that, in respect to itself, it has neither employed nor retained
any company or person, other than a bona fide employee working solely for it, to solicit or secure
this Agreement and that it has not paid or agreed to pay any person, company, corporation,
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individual or Contractor, other than a bona fide employee working solely for it, any fee, commission,
percentage, gift or other consideration contingent upon or resulting from the award or making of this
Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall
have the right to terminate this Agreement without liability and, at its discretion, to offset from
monies owed, or otherwise recover the full amount of such fee, commission, percentage, gift or
consideration.
15. Arrears: The Contractor shall not pledge the County's credit or make it a guarantor of
payment or surety for any agreement, debt, obligation, judgment, lien or any form of indebtedness.
The Contractor further warrants and represents that it has no obligation or indebtedness that would
impair its ability to fulfill the terms of this Agreement.
16. Notice Requirement: Any notice required or permitted under this Agreement shall be in
writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, return
receipt requested, to the following:
FOR TDC: Maxine Pacini
Monroe County TDC
1201 White Street #102
Key West, FL 33040
FOR COUNTY: Christine Limbert-Barrows,
Assistant County Attorney
PO Box 1026
Key West, FL 33041-1026
FOR CONTRACTOR: John Underwood
Chief Marketing Officer
Tinsley Advertising
2000 South Dixie Highway, Suite 201
Miami, FL 33133
17. Taxes: The County is exempt from payment of Florida State Sales and Use taxes. The
Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to its
suppliers for materials used to fulfill its obligations under this Agreement, nor is the Contractor
authorized to use the County's Tax Exemption Number in securing such materials. The Contractor
shall be responsible for any and all taxes, or payments of withholding, related to services rendered
under this Agreement.
18. Termination:
a) The County may terminate this Agreement for cause with seven (7) days' notice to the
Contractor. Cause shall constitute a breach of the obligations of the Contractor to perform
the services enumerated as the Contractor's obligations under this Agreement.
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19.
b) Either of the parties hereto may terminate this Agreement without cause by giving the other
party one hundred and twenty (120) days written notice of its intention to do so.
Governing Law, Venue, Interpretation, Costs and Fees:
a) This Agreement shall be governed by and construed in accordance with the laws of the State
of Florida applicable to agreements made and to be performed entirely in the State.
b) In the event that any cause of action or administrative proceeding is instituted for the
enforcement or interpretation of this Agreement, the County and Contractor agree that venue
will lie in the appropriate court or before the appropriate administrative body in Monroe
County, Florida.
c) The County and Contractor agree that, in the event of conflicting interpretations of the terms
or a term of this Agreement by or between any of them, the issue shall be submitted to
mediation prior to the institution of any other administrative or legal proceeding.
d) Severability. If any term, covenant, condition or provision of this Agreement (or the
application thereof to any circumstance or person) shall be declared invalid or unenforceable
to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions
and provisions of this Agreement, shall not be affected thereby; and each remaining term,
covenant, condition and provision of this Agreement shall be valid and shall be enforceable
to the fullest extent permitted by law unless the enforcement of the remaining terms,
covenants, conditions and provisions of this Agreement would prevent the accomplishment of
the original intent of this Agreement. The County and Contractor agree to reform the
Agreement to replace any stricken provision with a valid provision that comes as close as
possible to the intent of the stricken provision.
e) Attorney's Fees and Costs. The County and Contractor agree that in the event any cause of
action or administrative proceeding is initiated or defended by any party relative to the
enforcement or interpretation of this Agreement, the prevailing party shall be entitled to
reasonable attorney's fees, court costs, investigative and out-of-pocket expenses, as an
award against the non -prevailing party, and shall include attorney's fees, courts costs,
investigative and out-of-pocket expenses in appellate proceedings. Mediation proceedings
initiated and conducted pursuant to this Agreement shall be in accordance with the Florida
Rules of Civil Procedure and usual and customary procedures required by the circuit court of
Monroe County.
f) Adjudication of Disputes or Disagreements. County and Contractor agree that all disputes
and disagreements shall be attempted to be resolved by Meet and Confer Sessions between
representatives of each of the parties. If the issue or issues are still not resolved to the
satisfaction of the parties, then any party shall have the right to seek such relief or remedy as
may be provided by this Agreement or by Florida law.
g) Cooperation. In the event any administrative or legal proceeding is instituted against either
party relating to the formation, execution, performance or breach of this Agreement, County
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and Contractor agree to participate, to the extent required by the other party, in all
proceedings, hearings, processes, meetings and other activities related to the substance of
this Agreement or provision of the services under this Agreement. County and Contractor
specifically agree that no party to this Agreement shall be required to enter into any
arbitration. proceedings related to this Agreement.
20. Binding Effect: The terms, covenants, conditions and provisions of this Agreement shall bind
and inure to the benefit of the County and Contractor and their respective legal representatives,
successors and assigns.
21. Authori : Each party represents and warrants to the other that the execution, delivery and
performance of this Agreement have been duly authorized by all necessary County and corporate
action, as required by law.
22. Claims for Federal or State Aid: Contractor and County agree that each shall be, and is,
empowered to apply for, seek and obtain Federal and State funds to further the purpose of this
Agreement; provided that all applications, requests, grant proposals and funding solicitations are not
for funding already provided under this Agreement.
23. Privileges and Immunities: All of the privileges and immunities from liability, exemptions from
laws, ordinances and rules, and pensions and relief, disability, workers' compensation and other
benefits which apply to the activity of officers, agents or employees of any public agents or
employees of the County, when performing their respective functions under this Agreement within
the territorial limits of the County shall apply to the same degree and extent to the performance of
such functions and duties of such officers, agents, volunteers or employees outside the territorial
limits of the County.
24. Legal Obligations and Responsibilities: Non -Delegation of Constitutional or Statutory Duties.
This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from
any obligation or responsibility imposed upon the entity by law except to the extent of actual and
timely performance thereof by any participating entity, in which case the performance may be
offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to,
nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the
County, except to the extent permitted by the Florida constitution, state statute and case law.
25. Non -Reliance by Non -Parties: No person or entity shall be entitled to rely upon the terms, or
any of them, of this Agreement to enforce or attempt to enforce any third -party claim or entitlement
to or benefit of any service or program contemplated hereunder, and the County and the Contractor
agree that neither the County nor the Contractor or any agent, officer or employee of either shall
have the authority to inform, counsel or otherwise indicate that any particular individual or group of
individuals, entity or entities, have entitlements or benefits under this Agreement separate and
apart, inferior to, or superior to the community in general or for the purposes contemplated in this
Agreement.
26. Attestations: Contractor agrees to execute such documents as the County may reasonably
require, to include a Public Entity Crime Statement, an Ethics Statement and a Drug -Free
Workplace Statement.
12
Advertising Agreement
ID#: 1712
27. No Personal Liability: No covenant or agreement contained herein shall be deemed to be a
covenant or agreement of any member, officer, agent or employee of Monroe County in his or her
individual capacity, and no member, officer, agent or employee of Monroe County shall be liable
personally on this Agreement or be subject to any personal liability or accountability by reason of
the execution of this Agreement.
28. Insurance: Contractor 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 Contractor 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 Contractor's failure to maintain the required insurance.
Contractor shall provide, to the County, as satisfactory evidence of the required insurance, either:
Certificate of Insurance
or
A Certified copy of the actual insurance policy
The County, at its sole option, has the right to request a certified copy of any or all insurance
policies required by this Agreement.
All Insurance policies must specify that they are not subject to cancellation, non -renewal, material
change, or reduction in coverage unless a minimum of thirty (30) days prior notification is given to
the County by the insurer.
The acceptance and/or approval of the Contractor's insurance shall not be construed as relieving
the Contractor 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 Contractor
shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida Statute
440.
In addition, the Contractor 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
13
Advertising Agreement
ID#: 1712
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
Contractor shall obtain General Liability Insurance. Coverage shall be maintained throughout the
life of the Agreement and include, as a minimum:
* Premises Operations
* Products and Completed Operations
* Blanket Contractual Liability
* Personal Injury Liability
* Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per Person
$1,000,000 per Occurrence
$ 100,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its
provisions should include coverage for claims filed on or after the effective date of this Agreement.
In addition, the period for which claims may be reported should extend for a minimum of twelve (12)
months following the acceptance of work by the County.
The Monroe County Board of County Commissioners shall be named as Additional Insured on all
policies issued to satisfy the above requirements.
C. Recognizing that the work governed by this Agreement requires the use of
vehicles, the Contractor, 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
D. Advertising Professional Liability Insurance with minimum limits of $1,000,000
per Occurrence and $2,000,000 aggregate.
14
Advertising Agreement
ID#: 1712
29. Force Majeure: The Contractor 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 other acts of God, Contractor has exercised reasonable care in the prevention or
mitigation of damages and delay, any such delay or failure shall not constitute a breach of the
agreement. Upon demand of TDC or County, the Contractor must furnish evidence of the causes of
such delay or failure.
30. Execution in Counterparts: This Agreement may be executed in any number of counterparts,
each of which shall be regarded as an original, all of which taken together shall constitute one and
the same instrument and any of the parties hereto may execute this Agreement by signing any such
counterpart.
31. Section Headings: Section headings have been inserted in this Agreement as a matter of
convenience of reference only, and it is agreed that such section headings are not a part of this
Agreement and will not be used in the interpretation of any provision of this Agreement.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
15
Advertising Agreement
ID#: 1712
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day
aadywlrst above written.
Heavilin, Clerk
9-w-/0
Board of County issbners
of Monroe Co
M h n
....................................
(To be tilled out by Contractor)
Tinsley Advertising & Marked
Ckc-
tlng Mcer
Print Name Dab
(1
Print Name
Dots: _ Z J
AND TWO WI ESS S
(2 /_
(2) (,vNMj040
Print Namli
Dabs: CP I ZZ4I (o
MONROE COUNTY ATTORNEY
APPR� V�O FORM:
CH ISI INE W LIMB EST -BAR- ROWS"
ASSISTANT BNTYATTaRNEY
bats t %���'-------
16
Advwdaft Agrimmod
WO 1712
Exhibit A
CRISIS MANAGEMENT PLAN
In an effort to provide uninterrupted service to The Florida Keys & Key West during a hurricane
emergency or other catastrophic event, Tinsley has established a standard plan of action.
The Contractor has identified various hurricane scenarios that left unchecked, could affect the
Contractor's service capability to Monroe County. Therefore, to ensure continuity, the Contractor
has instituted a phased plan to provide for any storm contingency. Although hurricane focused, this
protocol may be applied to other emergencies whereby communications to The Florida Keys & Key
West are cut off or regional business is suspended.
The following outlines different situations and reviews the response for each. This preparedness
plan begins before each hurricane season with the Contractor's standard digital assets protocol.
STANDARD PROCEDURES
All Monroe County Digital Assets (broadcast, print, electronic & account service) are backed up and
updated monthly on external hard drives stored at 2 locations;
Locally in a fire safe at 1241 Mariola Court, Coral Gables FL 33134
Out of Market at One World Productions, 824 W. Superior Street Suite 201 Chicago, IL
60642
All Monroe County Digital Print Assets are stored in a Cloud (a remote file server) and backed up
daily.
All Monroe County Video Assets and Digital Tape are backed up at Tinsley as well as archived at
One World Productions, Chicago, IL.
All Audio Assets are backed up at Tinsley as well as archived at Audacity Recording, Hollywood,
FL.
TEAM REVIEW
The Florida Keys & Key West emergency team is comprised of the following staff members:
CEO
President
Senior Vice President, Account Management Supervisor
Executive Vice President, Creative Director
Director of Information Services
Senior Account Executive
Account Coordinator
This team reviews possible scenarios each season and is empowered to manage hurricane
communications per Agreement between MCTDC and the Contractor. The team is ready to
17
Advertising Agreement
ID#: 1712
respond to category 1 through 5 storms and has set procedures for when a hurricane "watch",
"warning" and "all clear' is issued by the National Hurricane Center as outlined below.
Contractor officers, i.e., CEO, President, Executive Vice President and Senior Vice President will
have the authority and autonomy to make decisions affecting Monroe County's advertising during
the emergency.
HURRICANE WATCH
An announcement that hurricane conditions (sustained winds of 74 mph or higher) are possible
within the specified coastal area. Because hurricane preparedness activities become difficult once
winds reach tropical storm force, the hurricane watch is issued 48 hours in advance of the
anticipated onset of tropical -storm -force winds.
ACTION - All current Monroe County jobs are backed up on external hard drives as well as loaded
into Florida Keys emergency team's laptop computers.
A special toll -free telephone line 1-877-881-8283 is activated so the Client and employees can
receive post storm messages regarding the status of The Florida Keys and the Contractor.
HURRICANE WARNING
An announcement that hurricane conditions (sustained winds of 74 mph or higher) are expected
somewhere within the specified coastal area. Because hurricane preparedness activities become
difficult once winds reach tropical storm force, the hurricane warning is issued 36 hours in advance
of the anticipated onset of tropical -storm -force winds.
ACTION - Tinsley office closes and team members work from home (if not in an evacuation zone) or
from a remote location outside of the evacuation areas.
Selected sites may be in or out of the state of Florida depending on the severity and/or
track of the storm.
CATEGORY 1 OR 2 STORM
The Tinsley building is situated above the flood plain and is a storm resistant concrete structure that
has previously withstood hurricanes. Therefore, damage from a category 1 or 2 storm is not
expected. After the storm is over, The Florida Keys team will return to the Contractor offices to
create post hurricane advertising.
Accord Productions, a nearby alternate location with emergency power (currently houses Stuart
Newman & Associates) will also be available to the Contractor if needed.
1
74 - 95
Very dangerous winds will produce some damage
Extremely dangerous winds will cause extensive
2
96 - 110
dama e
ACTION - Tinsley office closes and team members work from home (if not in an evacuation zone) or
from a remote location outside of the evacuation areas.
Selected sites may be in or out of the state of Florida depending on the severity and/or track of the
storm.
18
Advertising Agreement
ID#: 1712
Post -hurricane ads will be planned, created and uploaded on a timely basis for dissemination via
newspaper, Internet, radio or other media as may be required.
3
111-130
Devastating damage will occur
4
131-155
Catastrophic damage will occur
5
> 155
Catastrophic damage will occur
ACTION - Same pre -planning protocols as outlined in a Category 1 or 2 storm except selected team
members will travel to Chicago before evacuation notice is issued. This will ensure full functionality
from One World Productions, a Tinsley supplier who stores The Florida Keys digital assets on
external hard drives. The Florida Keys team arrives in Chicago before the hurricane strikes and
monitors its effects during and after any storm.
Post -hurricane ads will be planned, created and uploaded on a timely basis for dissemination via
newspaper, Internet, radio or other media as may be required. Depending on logistics and storm
severity the Contractor may, at its discretion, decide to send its team to an alternate location i.e.
Orlando or Jacksonville, Florida. This will be possible since all current work will be contained on
external hard drives with the most current work accessible on the Cloud.
POST STORM
Florida Keys & Key West team continues to be in close contact with the TDC Director and Public
Relations Contractor while coordinating storm aftermath phase. Both Florida Keys and Contractor
status will be regularly updated on dedicated toll -free information line until communications and area
infrastructure are again fully operational. Post storm marketing will proceed as planned.
19
Advertising Agreement
ID#: 1712
TINSLA OP ID: NR
.4�RO' CERTIFICATE OF LIABILITY INSURANCE
DATE(MM/DD/YYYY)
07/25/2016
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER
BUTLER, BUCKLEY, DEETS INC.
6161 BLUE LAGOON DR., STE 420
MIAMI, FL 33126
Elliott McKiever & Stowe
CONTACT
NAME:
PHONE FAX
A/C No Ext : A/C No
E-MAIL
ADDRESS:
INSURER(S) AFFORDING COVERAGE
NAIC X
INSURER A: Mapfre Ins Co of Florida
INSURED Tinsley Advertising Marketing,
Inc.
2000 S Dixie Hwy ,Ste 201
INSURER B: The Hartford Insurance Group
38261
INSURER C: AXIS SURPLUS INSURANCE COMPANY
Miami, FL 33133
INSURER D :
INSURER E :
INSURER F :
rco'rrrrrA rc htuUPIZOo REVISION NUMBER:
baJ V rnrtaaGJ vr. • •. vr.. .......��...
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
POLICY NUMBER
MM/DD/YYY
MlEll M/DD/YYY
LIMITS
GENERAL LIABILITY
EACH OCCURRENCE
$ 1,000,00
tLJ
PREMISES Ea occurrence
$ 300,000
B
X COMMERCIAL GENERAL LIABILITY
X
21 SBM BY 1765
03/25/2016
03/25/2017
MED EXP (Any one person)
$ 10,000
CLAIMS -MADE a OCCUR
PERSONAL& ADV INJURY
$ 1,000,000
GENERAL AGGREGATE
$ 2,000,000
GEN'L AGGREGATE LIMIT APPLIES PER:
PRODUCTS - COMP/OP AGG
$ 2,000,00
POLICY 7PRO LOC
AUTOMOBILE LIABILITY
COMBINE$
Ea accident SINGLE LIMIT
$ 1,000,000
BODILY INJURY (Per person)
$
AJANY
AUTO
X
4150130008458
4/2016
06/14/2017
BODILY INJURY (Per accident)
$
ALL OWNED SCHEDULED
AUTOS X AUTOS
NON -OWNED
HIRED AUTOS X AUTOS
A D K M
BY
EMEN
PROPERTY DAMAGE
PER ACCIDENT
$
$
UMBRELLA LIAB
OCCUR
DATE_
EACH OCCURRENCE
$
HCLAIMS-MADE
YES_.
AGGREGATE
$
EXCESS LIAR
WAIVER NIA
DED I I RETENTION $
$
B
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVEY�
21WECDR1406
01/01/2016
01/01/2017
X O R
TORY L LIMMITTS ER
E.L. EACH ACCIDENT
$ 500,000
E.L. DISEASE - EA EMPLOYE
$ 500,000
OFFICER/MEMBER EXCLUDED?
(Mandatory In NH)
N / A
E.L. DISEASE -POLICY LIMIT
500 000
$ �
If yes, describe under
DESCRIPTION OF OPERATIONS below
C
PROFESSIONAL LIAB
-7
MCN000095101601
02/11/2016
02/11/2017
LIMIT 1,000,000
RETENTION $15000
OCCURENCE FORM
EAC LOSS 1,000,000
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required)
CEK 1 II-IGA I t MULUtti
MONROE COUNTY
BOARD OF COUNTY
COMMISSIONERS
1100 SIMONTON STREET
KEY WEST, FL 33040
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE
V 19tftf-ZUlU AGVKLJ L,UrfrUMAIlU1V. All ngrns reservcU.
ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD