Loading...
Item H4 H.4 G BOARD OF COUNTY COMMISSIONERS County of Monroe Mayor Sylvia Murphy,District 5 The Florida Keys l'U � � Mayor Pro Tern Danny Kolhage,District 1 �pw° Michelle Coldiron,District 2 Heather Carruthers,District 3 David Rice,District 4 County Commission Meeting November 20, 2019 Agenda Item Number: H.4 Agenda Item Summary #6217 BULK ITEM: Yes DEPARTMENT: Tourist Development Council TIME APPROXIMATE: STAFF CONTACT: Ammie Machan (305) 296-1552 N/A AGENDA ITEM WORDING: Approval of an Amendment to Agreement with Tinsley Advertising and Marketing, Inc. to revise the Key Personnel listed within the Agreement ITEM BACKGROUND: TDC approved same at their meeting of October 29, 2019 PREVIOUS RELEVANT BOCC ACTION: BOCC approved original Agreement at their meeting of June 14, 2016 and amendment to extend Agreement at their meeting of April 30, 2019 CONTRACT/AGREEMENT CHANGES: Amendment to Agreement STAFF RECOMMENDATION: Approval DOCUMENTATION: Tinsley Advertising Amendment and Original Agreement FINANCIAL IMPACT: Effective Date: October 1, 2016 Expiration Date: September 30, 2021 Total Dollar Value of Contract: Based on Commission Total Cost to County: Current Year Portion: Budgeted: Yes Source of Funds: TDC CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Packet Pg. 1968 H.4 Revenue Producing: If yes, amount: Grant: County Match: Insurance Required: Yes Additional Details: REVIEWED BY: Maxine Pacini Completed 10/24/2019 3:21 PM Christine Limbert Completed 10/24/2019 4:01 PM Budget and Finance Completed 10/24/2019 4:47 PM Maria Slavik Completed 10/25/2019 9:02 AM Kathy Peters Completed 10/25/2019 9:22 AM Board of County Commissioners Pending 11/20/2019 9:00 AM Packet Pg. 1969 AMENDMENT (2nd AMENDMENT) TO AGREEMENT THIS AMENDMENT to Agreement dated the day of 12019, is entered into by and between the Board of County Commissioners for Monroe County, a political subdivision of the state of Florida (County), on behalf of the Tourist Development Council,, and Tinsley Advertising and Marketing, Inc. hereinafter referred to as "Contractor". WHEREAS, an Agreement was entered into on August 17, 2016 between the parties for advertising services which promote tourism ("Agreement"); and WHEREAS, there was an, Amendment to Agreement entered into on May 22, 2019 to extend the Agreement for an additional two (2) year period under the same terms and conditions; and WHEREAS, it has become necessary to revise the Key Personnel listed within the i Agreement due to the passing of Ms. Sandra Tinsley; and NOW, THEREFORE, in consideration of the mutual covenants contained herein the parties agree to the amend the Agreement as follows: 1. Paragraph 2 A shall be revised to read as follows: A. Key Personnel: This Agreement is a professional service Agreement with expectation that pirincipall 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. John Underwood, Chief Marketing Officer/Account Management Supervisor 2. Dorn Martell!, Chief Creative Officer 2. The remainingi provisions of the contract dated August 17, 2016 and amended on May 22, 20,19 shall remain in full force and effect. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Amendment#2 Tinsley Advertising and Marketing, Inc. Contract#: 1712 IN WITNESS WHEREOF, the parties have set their hands and seal on the day and year first above written. (SEAL) Board of County Commissioners Attest: Kevin Madok, Clerk of Monroe County Deputy Clerk Mayor/Chairman Tinsley Adve ising nd r tng, II . By Chi M rkdting Of ioer 4 Print Flame AND TWO, W 'NIE SES ZA ( ) _ (2) ....mm. .� Print Name Print Name Die Cate. MONROE COUNTY ATTORNEY Amendment#2 IR TO FOR Tinsley Advertising and Marketing,Inc. Contract#: 1712 CHRISTINI LIMBERT-BARRC�Ws ASSISTANT COUNTY ATT "Y rmm-114- % AMENDMENT (1st AMENDMENT) TO AGREEMENT THIS AMENDMENT to Agreement dated the 12 P4 day of ,2019, is entered into by and between the Board of County Commissioners for Mon.F& County, a political subdivision of the state of Florida (County), on behalf of the Tourist Development Council, and Tinsley Advertising and Marketing, Inc. hereinafter referred to as "Contractor". WHEREAS, an Agreement was entered into on August 17, 2016 between the parties for advertising services which promote tourism ("Agreement"); and WHEREAS, the Agreement provides an option to extend the agreement under the same terms and conditions for an additional two (2) year period; and WHEREAS, the parties desire to exercise the option to extend the Agreement for an additional two (2), year period under the same terms and conditions; and NOW, THEREFORE, in consideration of the mutual covenants, contained herein the parties agree to the exercise the extension of Agreement as follows: 1. Paragraph 1 of the agreement shalll read: Term: The agreement shall expire on September 30, 20211. 2. The remaining provisions of the contract dated August 17, 2016 shall remain in full force and effect. IN WITNESS, WHEREOF, the parties, have set their hands and seal on the day and year first above written. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Amendment 41 Tinsley Advertising and Marketing,Inc. Contract 4: 1712 a' Board of County Commissioners ok, Clerk of Monroe County Deputy Clerk ayor/Chairman xa r— C)M ., c--): ! ... .. CD ; ra Tinsley Advertising and M ing, Inc. MONROE COUNTY ATTORNEY APP As TO Fo M By let"arkefin-g-'-`06�1,ce SR §TlNELIMEERTBARRo'4TilS ASSISTANT COUNTY A ORNEY DATE,IV Print Name , .- ( ) Print Name Print Nacre D e Date Amendment#1 "Tinsley Advertising and Marketing,Inc. Contract#: 1712 ADVERTISING AGENCY AGREEMENT THIS AGREEMENT (Agreement), made and entered into this day Of Ti ' 2016, A.D., by AU and between Monroe County, Florida, (hereinafter called the County), and I 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 advertisingi 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 folilows: 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. Scot)e 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: Advertising Agreement ID#: 1712 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 iregular 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, andi 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 mediia 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, 2 Advertising Agreement IN: 1712 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 medlia, and production expense accounts placed on individual purchase orders. All invoices shall have the proper purchase order number. No invoice wilil Ibe paid unless account funds are available. No invoices will be paid outside the advertising budget without TDC approval 1 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 1114% 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 col-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 andlor 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 3 Advertising Agreement ID#: 1712 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. I nvoices: I) All invoices submitted by the Contractor to the TD�C 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 good's 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, legali 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 ChaEges- 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, sitats 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, scats and color copies, not included. 4 Advertising Agreement ID#: 1717 (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/infornercials, 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 folilowing hourly rates:. Creative Director - $175,00 Concepts and Comprehensive Layouts - $160.00 Senior Copywriter - $1610,00 Copywriter- $1251.00, Senior Art Direction & Supervision - $150.00 Broadcast Supervision - $1101.00 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 Audlio Recording Facilities Models/Actors/Voice-over Talent Four-Color Film (for print pubs) Retouching 4/Collor 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 con!tingienit upon an annual appropriation by the Board of County Commissioners. 5 Advertising Agreement ID . 1712 4, Contractor's Acceptance of Conditions: The Contractor hereby agrees to carefully examiine the Scope of Services and assumes full responsibility therefore. Under no circumstances, I conditions or situations shall this Agreement be more strongily 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 Nlotice 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 in attraction or other destination, within Monroe County or other county or city destinations, withthe 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 generailly 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 6 Advertising Agreement IN: 1712 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 shailll 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 lorida 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 ipubl'ic 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 publlic 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. 7 Advertising Agreement 10#: 1712 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 thiis 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 sectionl 19.10, 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 PHQNE# 3105-292- 3470 BRADLEY-BRIAN@MONROECO,UNTY-FL.GO,V, MONROE COUNTY ATTORNEY'S OFFICE 1111 12 T11 Street, SUITE 408, KEY WEST, FL 33,0140. 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 alll 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, relaitingi, to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 8,8-352), 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 §§ 1681-16831, 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 amendled' (42 USC §§ 6101-6107), which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 192-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6), The Comprehensive Alcohol 8 Advertising Agreement ID#: 1712 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 290ele-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 nond'iscriminaition 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 nonidiscrimiination provisions in any Federal or State statutes which may apply to the parties to, or the subject matter of this Agreement. 12, Assigriment/Sub-Agreernent, 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 abli!de 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; aind 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, supervi'ses 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, 9 Advertising Agreement ID#: 11712 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, icommission, 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 Ihas 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 requiested, to the following: FOR TDC: Maxine Parini 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 33'133 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 obiligatioins, of the Contractor to perform the services enumerated as the Contractor's obligations, under this Agreement. 10 Advertising Agreement 10#: 1712 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, 19. Governing Law, Venue, Interpretation, Costs and Fees: ai) 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, Floridla. 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. 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 11 Advertising Agreement ID#: 1712 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, Authoritv: 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, ordlinances 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 R 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. Nion•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. M 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 Liabili 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 flability 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. Faiilurie to comply with this provision may result in the immediliate 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 ands any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for Contractor's fa!ilulre 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 pollicies must specify that they are not subject to cancellation, non-renewal, materiail change, or reduction in coverage unless a minimum of thirty (301) 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, TDO Board of Directors and officials, will be, included as "Additional Insured" on aill 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 shalll 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 10#: 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. 13, 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 linclude, 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 $1 100,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a, Claims Made policy, its provisions s,houild 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 alll 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: $11,000,000 Combined Single Limit (CSL) If split limits are provided, the minimum limits acceptable shall Ibe- $ 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 1D#: 1712 29. Force Ma'eure: 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 Counter arts. 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 1D#: 1712 4 i IN WITNESS WHEREOF, the lam hereto have caused thin.,Agreemett to be executed fh+s day first above written. I Board of Cownty. C4waftelonem Heavilln,Clek of moms R hf"n •........................,..........,............ ......0.r............................................................. (To be Mled out by Contractor) Tinsley Ardhrorflolno S United 13�r_ ding ucer print HMO Date t1 121 7"S 1XAl V' P,rint Name Print N= Daft Dom: d zl- �y MONROE COUNTY ATTORNEY OAS TO FORML cis NE Fay. LIMBER�T. ARROWS 16 Exhibit A CRISIS MANAGEMENT P'L,AN In an effort to provide uninterrupted service to The Fllorida:, Keys & Key West during a hurricane emergency or other catastrophic event, Tinsley has established al, 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 continigency. 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, 8,24 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 wiill 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 1-877-881-828�3 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 eva,culation, areas. Selected sites, may be in or out of the state of Florida depending on the severity and/or track of the storm. CATEGORY I 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. I r7114+ - 950 Very dangerous winds will produce some damage 96 _ 110 Extremely dangerous winds will cause extensive 2 96 - 110 damage 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 planined, 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 storms. Post-hurricane aids 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