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09/21/2015 Agreement • r ` BASCOM C(jtv!M1UHtC,3.1iOJS&CONSULT NC:- This Agreement ("Agreement") made and entered into this 21' day of September, 2015 by and between Monroe County, a political subdivision of the State of Florida, whose address is 1100 Simonton Street, Key West, Florida, 33040, its successors and assigns, hereinafter referred to as "COUNTY," through the Monroe County Board of County Commissioners("BOCC"), AND Bascom Communications and Consulting, LLC,whose address is 217 S. Adams Street,Tallahassee, Florida, 32301 hereinafter referred to as"BCC or"CONSULTANT", Term of the Agreement This Agreement shall be for a period of 6 months beginning September 21, 2015 and ending March 21,2016. Scope of Services This Agreement details below the scope of work and services to be provided by BCC. These professional services will be delivered and executed as set forth herein. If at any time either party agrees to extend the scope of the services, these services must be agreed upon in writing if the services are deemed by BCC or the client to be outside the scope and fee structure of the Agreement. BCC will, at all times and to the best of our professional ability, act in good faith on your behalf. If at any time during the course of our representation you solicit our professional opinion, these expressions are of our best professional judgment and are not guarantees. Your representation will be overseen by Sarah Bascom, President of BCC. Other professional staff of BCC and consultants of BCC may also perform services on your behalf, under the guidance of BCC and in accordance with this agreement. SERVICES OBJECTIVE: To create a proactive, strategic communications plan that will seek to educate and influence the media, lawmakers and key decision makers on the legislative initiative to dedicate funding to protect the environment of the Florida Keys and to support and advance the legislative requirements and intent of the Florida Keys Protection Act designating the Florida Keys as an area of critical concern. SERVICES STRATEGY: Engage in a strategic education and communications campaign, in coordination with the government affairs team, that will assist in the passage of the legislative initiative to dedicate funding to protect the environment of the Florida Keys and to support and advance the legislative requirements and intent of the Florida Keys 1 BASCOM COMN,MUt'11C,i ONS& ON$litl,fvG Protection Act designating the Florida Keys as an area of critical concern. Whether this initiative takes the form of the stand-alone `Florida Keys Stewardship Act' or becomes part of the comprehensive water bill, this effort will seek to drive home the message that the Florida Keys are,first and foremost,a valuable economic driver for the entire State of Florida,as well as a unique environmental treasure. PROJECT SCOPE & DELIVERABLES • Messaging Toolkit — BCC will work with the government affairs teams to develop a comprehensive messaging toolkit, including, but not limited to, positive messaging themes, "the ask," background and history messaging, counter-messaging and FAQs. This toolkit will also include pull-out legislative talking points and media points. • Legislative Leave-behind(s) — BCC will work with the government affairs teams to determine legislative leave-behind materials that will need to be designed that can be used for branding and educational purposes when interacting with lawmakers, staff and key decision makers on the issue. These materials can also assist in outreach to media. These materials could include, but may not be limited to, one-pagers (hardcopy/digital), FAQs, vote alerts and other necessary leave-behinds. • Earned Media Outreach & Management BCC will lead the media management and outreach effort, fielding media calls to ensure no opportunity or request for comment is lost or overlooked. BCC will serve as the coordinator and conduit for effective and timely media response and management. Earned media outreach, would include, but not be limited to, pitching timely story/blog ideas, editorial board meetings, and statement/press release distribution prior to important dates and events. • Legislative Communications Consulting — BCC will serve as strategic communications advisors, helping to position the effort and its legislative agenda before key targets. With more than a decade of focusing on the legislative and political arenas, BCC knows how to navigate the legislative and political landscape, bringing to the table unique and battle- tested proactive and counter strategies. • Video Design & Development — BCC will script, as well as direct the design and development, of a 90-second video, using client-supplied footage, carefully-selected stock photography and kinetic typography. This method blends the appeal of live-action footage and the explanatory power of animation, which is ideal for illustrating complex concepts. This 90-second video will have two versions, which have slightly modified endings to accommodate "the ask"for each video audience. 2 r, . '._) BASCOM COMMUNICATIONS&CONSULTING Eta BCC will invoice for the below scope of services. These items include: SL'F IIL:+ I �lti I01;11 Messaging Toolkit $2,500 $2,500 Legislative Leave Behinds $ 1,250 per piece(x 2) $2,500 PromotionalEducational Video $10,000 $10,000 Development and Production Media Outreach and Legislative $3,500 per month(x 6 months) $21,000 Communications Total $36,000 Payment Schedule I rtit•. I'a\mrr.t \Icnth Key Largo WW Treatment District $6,000 Sept-Oct City of Marathon $ 6,000 Oct-Nov Village of Islamorada $6,000 Nov-Dec FKAA $6,000 Dec-Jan City of Key West $6,000 Jan-Feb Monroe County $6,000 Feb-Mar Total $36,000 3 {r j 4 •- 11 BASC OM COMMUNICATIONS 6.CONSULTING The County and/or the other local government agencies as set forth in payment schedule above, in consideration of the Consultant substantially and satisfactorily performing and carrying out the duties of the County as set forth in this agreement, shall pay to the Consultant based upon the Fee Schedule above and shall not to exceed amount of$36,000. It is understood by the parties that payment for the services and fees as set forth above will be paid in part by the other local government agencies. The other local government agencies will be invoiced by the Consultant and will directly pay for the invoice(s) submitted by the Consultant. If the local government agency fails to pay the invoice in compliance with the Prompt Payment Act and if payment is overdue by more than one-hundred and twenty (120) days, then Consultant may invoice the County for payment. The County agrees to be the guarantor and to pay the overdue invoice(s) not timely paid by the other local government agencies. The Consultant agrees to not impose penalty or interest charges on the County for such overdue payments unless the County fails to pay pursuant to the Prompt Payment Act after being properly invoiced. All other additional collateral and briefing material development and printing, media placement fees, advertising, website development and maintenance, mailings, travel and special event costs will be an additional expense, with prior approval of all quotes and expenses by Monroe County. Please note that mailing and postage fees or any other like expense incurred at the direct request of the client (Example: USPS or FedEx) that is not a significant cost (less than $150) will not require quote approval prior to being incurred, the request of the client to mail such packages will be perceived as prior approval. If BCC is to make any advertising buys or ad placements on the client's behalf, and pay for the placement in advance of client payment, an agency fee of 8% will be incurred. If the client would like to avoid the 8% placement fee, they may do so by paying for the ad buy directly. All payment will be made pursuant to the Local Government Prompt Payment Act 218.70, Florida Statutes. All invoices are net 30, unless stated otherwise. After forty-five (45) days, a I percent (1%) fee will be assessed on a monthly basis and if the account is not paid current within 20 days, BCC will discontinue its work and representation. Please note that successful or unsuccessful passage of client legislation, campaign success or failure, or news articles generated or not generated,are not grounds for not paying the agreed upon BCC fees. The County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners. 4 } f BASCOM ,:ONWuid.CAIlONS d.c UNSUOINC Ownership BCC retains possession and ownership of all concepts, materials, websites, videos, advertisement creative and deliverables created under this agreement until the client has paid for these items in full. If items are provided to the client, and billed in a net 15 or net 30 timeframe, and payment is not received in a timely manner in accordance with the Florida Prompt Payment Act and the County after being invoiced for overdue invoices for other local government agencies as set forth above does not pay pursuant to the Prompt Payment Act, only then may BCC refuse access to the items, immediately remove client access and retain possession and ownership. BCC may also determine not to provide the client access to the items until full payment has been received, with such determination to be made by BCC management on a case-by-case basis. Termination of Serviceg Either party may terminate this agreement at any time, with or without cause, with thirty (30) days written notice. If a termination is requested, BCC will provide any client materials and work product generated, subject to our rights for work produced and designed. BCC will retain its own work product for a reasonable period of time after a termination. If termination is requested, with an outstanding client balance, client materials and work product will be held until the client account is brought into good standing, in accordance with the Ownership section above. Subject to Chapter 119 Public Records, BCC has no liability or responsibility to retain any client files upon termination or non- renewal of a contract. Conflict of Interest BCC will, at all times, work in the best interest of its clients. At no time will BCC knowingly or willingly work in conflict with any of its clients. If a conflict arises, or a potential client poses a possible conflict of interest, BCC will immediately contact the client to discuss the appropriate course of action that is in the best interest of all parties. Hold Harmless: The CONSULTANT covenants and agrees to indemnify and hold harmless Monroe County and Monroe County Board of County Commissioners, its officers and employees from liabilities, damages, losses and costs, including but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentional wrongful conduct of the CONSULTANT, subcontractors)and other persons employed or utilized by the CONSULTANT in the performance of the contract. The first ten dollars(S10.00)of remuneration paid to the CONSULTANT is for the indemnification provided for above. 5 . . , . . •._ , ,,, ., ; ., ,,:..,, . :„. , . , \ y _ _ BASCOM C OMMUNICAiIONS&CONSUiflNU This indemnification shall survive the expiration or early termination of the Agreement. Public Entities Crimes 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 contracts to provide any goods or services to a public entity, may not submit a bid on a contract 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 a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017 of the Florida Statutes, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list. By signing this Agreement, CONSULTANT represents that the execution of this Agreement will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation of this section shall result in termination of this Agreement and recovery of all monies paid hereto, and may result in debarment from COUNTY's competitive procurement activities. In addition to the foregoing, CONSULTANT further represents that there has been no determination, based on an audit, that it or any subconsultant has committed an act defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not been formally charged with committing an act defined as a "public entity crime" regardless of the amount of money involved or whether CONUSULTANT has been placed on the convicted vendor list. CONSULTANT will promptly notify the COUNTY if it or any subcontractor or sub- consultant is formally charged with an act defined as a "public entity crime" or has been placed on the convicted vendor list. Maintenance Of Records CONSULTANT shall maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Records shall be retained for a period of five years from the termination of this agreement. Each party to this Agreement or its 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 CONSULTANT pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the CONSULTANT,the CONSULTANT shall repay the monies together with interest 6 BASCOM CC3h^ttiiUNtZ;-.Fi }t 25 d(..OtN.:JULtiNG calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the COUNTY. Governing Law,Venue,Interpretation,Costs,And Fees This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, COUNTY and CONSULTANT agree that venue shall lie in the 16`s Judicial Circuit, Monroe County, Florida, in the appropriate court or before the appropriate administrative body. This agreement shall not be subject to arbitration. 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. Attornev's Fees And Costs The COUNTY and CONSULTANT 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. Nondiscrimination CONSULTANT and COUNTY 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. CONSULTANT or COUNTY agrees 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 VI of the Civil Rights Act of 1964 (PL 88-352)which prohibits discrimination on the basis of race,color or national origin; 2) Title IX of the Education Amendment of 1972,as amended (20 USC ss. 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 s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 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 Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970(PL 91-616),as amended, 7 BASCOM otnt,tu;v;LAflJ;vs�.LO1.suu;wv relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. 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 s. 1201 Note), as may be amended from time to time, relating to nondiscrimination 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; 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. Code Of Ethics 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. Public Access The CONSULTANT and COUNTY shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the CONSULTANT and COUNTY in connection with this Agreement; and the COUNTY shall have the right to unilaterally cancel this Agreement upon violation of this provision by CONSULTANT. Pursuant to F.S. 119.0701, Contractor and its subcontractors shall comply with all public records laws of the State of Florida, including but not limited to: (a) Keep and maintain public records that ordinarily and necessarily would be required by Monroe County in order to perform the service. (b) Provide the public with access to public records on the terms and conditions that Monroe County would provide the records and at a cost that does not exceed the cost provided in Florida Statutes,Chapter 119 or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. 8 • ?'t I`�"i BASCOM COMMUNICATIONS 8 CONSULTING (d) Meet all requirements for retaining public records and transfer, at no cost, to Monroe County all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to Monroe County in a format that is compatible with the information technology systems of Monroe County. Non-Waiver Of Immunity Notwithstanding the provisions of Sec. 768.28, Florida Statutes, the participation of the CONSULTANT and the COUNTY in this Agreement and the acquisition of any commercial liability insurance coverage, self-insurance coverage, or local government liability insurance pool coverage shall not be deemed a waiver of immunity to the extent of liability coverage, nor shall any contract entered into by the COUNTY be required to contain any provision for waiver. 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. 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. IN WITNESS WHEREOF,each party has caused this Agreement to be executed by its duly authorized representative on the day and year first above written. For Mo Co ,Roman Gastesi,Monroe County Administrator 7 —ii- Signature Dateit o, s - • ara as ,President of BCC I, Si O ture Date END OF AGREEMENT MONROE COUNTY gRZEY AP PR F 9 R B.BHHWNGER.JR.