Item E12 E.12
J �� BOARD OF COUNTY COMMISSIONERS
County of Monroe ire �f �r�l � � Mayor Heather Carruthers,District 3
The Florida.Keys Mayor Pro Tem Michelle Coldiron,District 2
Craig Cates,District I
David Rice,District 4
Sylvia J.Murphy,District 5
County Commission Meeting
July 15, 2020
Agenda Item Number: E.12
Agenda Item Summary #7047
BULK ITEM: Yes DEPARTMENT: Tourist Development Council
TIME APPROXIMATE: STAFF CONTACT: Ammie Machan (305) 296-1552
N/A
AGENDA ITEM WORDING: Approval of Amendment to Agreement with Stuart Newman
Associates, Inc. to provide public relations agency services which promote tourism to September
30, 2022 with a five percent(5%) increase in compensation and to revise the scope of service for the
Agreement to include social media management.
ITEM BACKGROUND: The current Agreement with Stuart Newman Associates, Inc. expires on
September 30, 2020. Within the Agreement there is an option to extend the Agreement for an
additional two (2)year period subject to negotiation of monetary terms. Attached is the Amendment
to extend Agreement to September 30, 2022 with a five (5%) increase in compensation and the
addition of"Social Media Management" to the scope of service.
TDC approved same at their meeting of June 10, 2020
PREVIOUS RELEVANT BOCC ACTION: BOCC approved original Agreement at their meeting
of October 18, 2017
CONTRACT/AGREEMENT CHANGES:
Amendment to Exend Agreement
STAFF RECOMMENDATION: Approval
DOCUMENTATION:
NewmanPR Amendment and Original Agreement
FINANCIAL IMPACT:
Effective Date: October 1, 2017
Expiration Date: September 30, 2022
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E.12
Total Dollar Value of Contract: $1,365,000
Total Cost to County: No Cost to County
Current Year Portion: $682,500
Budgeted: Yes
Source of Funds: TDC
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: No If yes, amount:
Grant:
County Match:
Insurance Required: Yes
Additional Details:
07/15/20 115-75035 - 35% - EVENTS $682,500.00
REVIEWED BY:
Maxine Pacini Completed 06/22/2020 9:11 AM
Christine Limbert Completed 06/22/2020 9:40 AM
Purchasing Completed 06/22/2020 1:07 PM
Budget and Finance Completed 06/22/2020 4:42 PM
Maria Slavik Completed 06/22/2020 4:44 PM
Kathy Peters Completed 06/24/2020 11:30 AM
Board of County Commissioners Pending 07/15/2020 9:00 AM
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AMENDMENT ('Ist AMENDMENT) TO AGREEMENT
THIS AMENDMENT to Agreement dated the day of ,2020, 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
Stuart Newman Associates, Inc. hereinafter referred to as "Contractor'„.
WHEREAS, an Agreement was entered into on October 18, 2017 between the parties for
public relations 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 subject to negotiations of monetary 0)
terms; and
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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 with a five (5%) percent
increase in the Agency Fees, bringing the Agency Fees to $682,600/yeas; and z
WHEREAS, the parties desire to add "Social Media Management" to the Contractors W
Scope of Service; 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 shall read': Term: The agreement shall expire on
September 30, 2022,
2. Paragraph 2 of the Agreement shall be revised to include item AA. Social Media
Management
3. Paragraph 3A of the Agreement shall read: Agency Fees: The Contractor shall be
compensated for the performance of all public relations staffed services outlined within
the Scope of Services as defined by this Agreement and the approved fiscal year
Marketing Plan for an annual agency administration fee of $682,500. The Contractor
shall submit to the TDC monthly billings in arrears for one-twelfth (1/12) of the annual ..
agency fee. The Contractor shall have all fees placed on invoices that have the proper
approved purchase order account number and follow County requirements for payment.
3 The remaining provisions of the contract dated October 18, 2017 shall remain in full
force and effect.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
Amendment T4 1
Stuart Newman Associates, Inc.
Contract#: 1872
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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
As [deputy Clerk Mayor/Chairman
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MONROE COUNTY ATTORNEY
�1 3PRR v D As To�a a:
CHRISTME LIMBERT•BARROWS
ASSISTANT COUNTY ATTORNEY
DATE... 6LI912,0-
Stuart Newman Associates, Inc.
By---
President
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STATE OF: /n r"t eii
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COUNTY OF:
Subscribed and sworn to (or affirmed) before me, by means of E4 hysical presence or 17 online notarization, on
,,gyp � �
U�c �,� � (date) by �Prr��'e l.r 1 V 2 W n k-1 (name of
affiant). He/S4Rte is personally known to me e1 a 1 ( f
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SANI}I[ZA J.CAMPB LL
My COMMISSION#GG3 NOTARY P LIC
d" EXPIRES:March 10,2023
My Commission Expires;
Amcndment#I
Stuart Newman Associates, Inc.
Contract#: 1872
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PUBLIC RELATIONS AGENCY AGREEMENT
THIS AGREEMENT (Agreement), made and entered into this 1? day of , 2017, A.D., by
and between Monroe County, Florida, (hereinafter called the County), and Stuart Newman
.Associates, Inc. d/bfa NewrnanPR(hereinafter called the Contractor).
WITNESSETH:
WHEREAS, Contractor is uniquely qualified to provide public relations agency services which
promotes tourism, and
WHEREAS, County and Contractor currently have a contractual arrangement for services
through September 30, 2017 and
WHEREAS, the Monroe County Tourist Development Council (TDC), an advisory board to the E
County's Board of County Commissioners (BOCC) has recommended to County that a new
Agreement for public relations services be entered into with Contractor, and' CL
WHEREAS, County desires to enter into this Agreement for public relations 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, 2017
and expiring on September 30, 2020. The County shall have an option to extend the Agreement for
one additional two (2) year period under the same conditions.
2. Scope of Services: The Contractor will serve as the full-service public relations agency,
executing a tourism based public relations campaign for the Monroe County TDC and County. The
Contractor and the public relations programs are subject to review by the Monroe County TDC.
A. Key Personnel: This Agreement is a professional service Agreement with expectation
that principal personnel performing the services are those personnel listed. Notice of any
change in Key Personnel shall be sent to the TDC for approval. The Key Principals
assigned are the following:
The principals assigned are the following:
1) Stuart Newman, President and Account Advisor
2) Andrew A. Newman, Senior Vice President and Senior Account E
Supervisor(TDC Key Principal) �
3) Buck Banks, Executive Vice President and Copy Editor/Online .Media
Director
Contractor shall have a successor plan for the Key Personnel of President and
Senior Vice President of the agency. The successor plan shall include who may take over
the obligations and duties of the former TDC's Key Principal in the event of incapacitative
illness, death or other circumstances that render the Key Principal unable to perform their
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duties and obligations under this agreement. The Contractor shall provide their successor
plan to the TDC administrative office within 80 days of approval, of this agreement by the
County. The Contractor shall amend said successor plan, as needed, to ensure it remains
current.
In the event that the TDC does not approve the Key Personnel, the County may
terminate the Agreement in accordance with section 18.
ADDITIONAL MINIMUM STAFF PERSONNEL ASSIGNED:
1) Account Executive
2) Media Manager
8) Account Support
4) Finance/Account/Clerical Support
In addition, the agency will sub-contract with Keys-based individuals to provide for an Upper
Keys/Middle Keys stringer and for a Lower Keys/Key West stringer to be funded from the public CL
relations expense budget.
S. The Senior Account Supervisor and/or account executive shall meet with the Monroe W
County TDC at all regularly scheduled meetings of the TDC and Advisory Committees,
and at any other times as directed by the TDC.
a)
C. Contractor agrees to assign a Public Relations Senior Account Supervisor who will 2
devote such time and effort as necessary to the account on a priority basis, including
full time when required. Duties of the Senior Account Supervisor will include contact
as required with the Chairperson or Vice Chairperson of the TDC, Marketing Director or other designee, interfacing with other agencies of record such as Advertising and'
Website provider as directed by the TDC relating to the development of an effective
marketing program for the Florida Keys. Either the account supervisor, account
executive or district stringer will consult with TDC Advisory Committees within the
Keys.
D. Provide staff services to manage communications to develop awareness, promote
favorable image and goodwill for the Florida Keys tourism product.
E. Provide the development of favorable national and international publicity for the
Florida Keys tourism product.
F. Provide the establishment and maintenance of contacts with print, internet and
broadcast media including bloggers and social media influencers.
G. Provide the preparation of digital media kits and an online newsroom.
H_ Coordinate development and distribution of news materials for trade and consumer
media.
I. Develop and coordinate media familiarization tours for the Florida Keys, and assist
media including travel bloggers and social media influencers as needed during
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individual visits. In addition, develop and coordinate itineraries for broadcast crews
and provide onsite support as needed.
J. Work with media personnel to gather information for their reports.
K. Develop the public relations section of the TDC's annual marketing plan establishing
objectives and measurable goals while interfacing with programs produced by the
advertising agency and sales department.
L. Provide representation of TDC at selected trade shows, sales/media missions, FAM
tours, media workshops, and journalist conferences.
M. Provide at least one representative to attend TDC meetings; District Advisory
Committee (five individual DACs); cultural, diving and fishing umbrella meetings.
N. Provide periodic written and/or oral reports on public relations activities to the TDC
and District Advisory Committees. CL
0. Provide the establishment and management of Agreements with sub-
agencies for international, specialty or other public relation markets and/or programs.
P. Prepare for and respond to emergency crisis situations that affect tourism and provide
a crisis communications program when needed, working in conjunction with Keys
Emergency Managements and other local, state and federal entities as appropriate.
Q. Coordinate crisis communications training for Keys tourism officials.
R. Interface with County officials and other local municipalities to consult with and provide 0
communications assistance to deal with issues that relate to tourism.
S. Provide content support for TDC web site and social media channels.
T. Provide publicity before, during, and after selected special events.
U. Provide assistance to the Florida Keys Film Commission.
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V. Maintain appropriate records of print clippings, internet, and broadcast coverage.
W. Provide development and maintenance of video and still image libraries.
X. Provide a measurability process to evaluate the public relations programs.
Y. Provide implementation of such services as outlined within the objectives, goals, and
strategies of the annual marketing plan.
Z. Perform such other public relations activities as required by the TDC.
Public Relations Agency Agreement
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.3. Compensation: Compensation shall be paid for fees and reimbursement expenses, subject
to availability of Tourist Development Tax Funds. Monroe County's performance and obligation
to pay under this Agreement is contingent upon an annual appropriation by the County.
A. Agency Fees: The Contractor shall be compensated for the performance of all public
relations staffed services outlined within the Scope of Services as defined by this
Agreement and the approved fiscal year Marketing Plan for an annual agency
administration fee of$650,000. The Contractor shall submit to the TDC monthly billings
in arrears for one-twelfth (1/12) of the annual agency fee. The Contractor shall have all
fees placed on invoices that have the proper approved purchase order account number
and follow County requirements for payment. Following the third year, the County has
an option to extend this Agreement for an additional two (2) year period under the same
conditions subject to negotiation of monetary terms (underAgreement negotiations this
may be subject to monetary terms, upon 99 days prior written notice of the Agreement
extension to Contractor).
B. Reimbursement Expenses: All reimbursable expenditures paid by the County shall be CL
subject to the annual public relations expense budget approved by the TDC and
County. The Firm shall have all expenses placed on invoices that have the proper
approved purchase order account number, have been paid for by the agency to the W
vendor before being submitted for reimbursement with product or services delivered,
and follow other County requirements for payment.
0)
The Contractor will be reimbursed at cost for all actual expenses incurred for contracted 2
staff, media materials, postage, shipping, clipping services, special event support,
research, website maintenance, promotional items, seminars or show registrations, sub-
agency Agreements, entertainment of media, broadcast support, photography, ,®
broadcast production, other video and audio projects, travel expenses and all other 0
projects or production materials that are necessary for the fulfillment of this Agreement
and have been approved in advance by the TDC Fiscal Year Marketing Flan or budget
according to Monroe County Procurement Policies. The Contractor's
telecommunication services are included in their professional fees.
C. The Contractor may provide Public Relation Services and expense-related purchases
above and beyond its normal requirements as defined by this Agreement and the
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approved Fiscal Year Marketing Plan, for TDC funded special events, as approved by
the TDC Director in advance.
D. The Contractor shall provide the establishment and management of Agreements with
sub-agencies for international, specialty or other public relation markets and/or
programs.
E. Reimbursable expenditures shall be invoiced and billed to the County for payment on a
monthly basis. The County shall be responsible for payment of all authorized fees and
costs due the Contractor according to the Florida Local Government Prompt Payment
Act (Florida Statute: 218.70 through 218.77).
Public Relations Agency Agreement
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F. The Contractor is required to have pre-approval on all other projects and materials by
the TDC Director, TDC Chairperson or TDC according to TDC and Monroe County
Procurement Policies.
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 interpreters 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 CL
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/her failure
to comply strictly and in all things with this Agreement and with the specifications. W
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 0
licenses and permits shall be submitted to the County upon request„
5. Public Relations Agency of Record: Contractor shall act as the agency of record of the
County/TDC for all tourism based public relations services, and for the performance of related or
special services as requested by the TDC.
5. Exclusive Representation: Contractor agrees that it will not represent any lodging properties,
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attractions or other tourist related businesses in the state of Florida, or any other Destination
Marketing Organization (DMO)without the approval by the TDC.
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 calculated pursuant to
Sec. 55.03, Florida Statute, running from the date the monies were paid to Contractor.
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B. 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 ail 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 E
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 Z
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. E
(3) Ensure that public records that are exempt or confidential and exempt from public records 2
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.
(b) 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.
If the Contractor does not comply with the County's request for records, the County shall enforce the
public records Agreement previsions 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
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,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## 305 292-3.470 �
BRADLEY-B IAN ,MONROECOIUNTY-FL.GOV, MONROE COUNTY
ATTORNEY'S OFFICE 1111 12TH Street, SUITE 408, WILY WEST, FL 33040. E
9. Mold 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 z
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 W
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/her employees, contractors,
servants or agents to be employees of the County. 0
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 196 (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 Abuse and
Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating
to nondiscrimination on the basis of alcohol abusaor 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,
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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. Assicanmentlub-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 solely at the County's discretion and 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 E
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, principals
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 E
provided in Sect. 112.311, et seq., Florida Statutes. County agrees that officers and employees of the 2
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 0
certain information.
The County and Contractor warrant that, in respect to itself, it has neither employed nor retained any
company or person, either 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, 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 farm of indebtedness. E
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:
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FOR TDC Maxine pacini
Monroe County TDC
1201 White Street#1'4
Key West, FL 33040
FOR COUNTY. Christine Limbert-Barrows,
Assistant County Attorney
PO Box 1026
Key West, FL 33041-1026
FOR. CONTRACTOR: Andy Newman �
2140 South Dixie Highway
Suite 203
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 Z
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.
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:
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 for the 16t" Judicial Circuit or before the appropriate E
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
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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
CL
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, subject to subsection C. above, then any party shall have the right
to seek such relief or remedy as may be provided by this Agreement or by Florida law.
C. 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
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. Authority: 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
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E.12.a
.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 Nan-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 Z
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.
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 fallowing required insurance throughout the entire a
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.
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Al 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 and
Professional Liability Policies.
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 Z
$500,000 Bodily Injury by Disease
$100,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the Agreement.
Coverage shall be provided by a company or companies authorized to transact business in the
state of Florida and the company or companies must maintain a minimum rating of A-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 CL
• Personal injury Liability
• Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit(CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per Person
$1,000,000 per Occurrence
100,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its
provisions should include coverage for claims filed on or after the effective date of this
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Agreement. In addition, the period for which claims may be reported should extend for a
minimum of twelve (12) months following the acceptance of work by the County.
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
A. Recognizing that the work governed by this Agreement involves the furnishing of advice or
services of a professional nature, the Contractor shall purchase and maintain, throughout
the life of the Agreement, Professional Liability Insurance which will respond to damages
resulting from any claim arising out of the performance of professional services or any error
or omission of the Contractor arising out of work governed by this Agreement. The Z
minimum limits of liability shall be: $250,000 per Occurrencel$500,000 Aggregate.
29 Force Maieure: 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 Cod, 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
0.
convenience of reference only, and it is agreed that such section headings are not a park of this
Agreement and will not be used in the interpretation of any provision of this Agreement.
THIS PORTION OF PAGE INTENTIONALLY LEFT BLANK
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WrTSNESS , HEREQF, the parties hereto have caused this Agreement to be executed the day
and year first above written.
(SEL) ? { Board of County Commissioners
�Attet{ ICE�lIN MALQK, Clerk of Monroe County
:rUkv+nv�1
Deputy Clerk Mayor/Chairman
(To be filled out by Contractor)
Stuart Newman Apeociates, Inc. d1b1a NewmanPR
By
Selflfior Vice President
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Print Name — Date �
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JWd ITjI�IE- SES�
(1)
Print Name Print Name
Date: (r 631 !� Date: 1f�' t E
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