Item E03
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: APRIL 19,2001
Division: TDC
Bulk Item: Yes XXX No
Department: N/ A
AGENDA ITEM WORDING:
Approval of an Amendment to Agreement with Stuart Newman Associates to exercise option to extend
current Agreement for one additional year.
ITEM BACKGROUND:
TDC approved same at their meeting of March 28,2001
PREVIOUS REVELANT BOCC ACTION:
BOCC approved original Agreement at their meeting of August 12, 1998.
BOCC approved Amendment to Agreement at their meeting of November 12, 1998.
BOCC approved FY 2001 budget at their meeting of September 21,2000.
CONTRACT/AGREEMENT CHANGES:
This Amendment allows for an additional one year.
STAFF RECOMMENDATIONS:
Approval
TOTAL COST: $364,000 BUDGETED: YES
COST TO COUNTY: $364,000ITOURIST PAY
REVENUE PRODUCING: Yes /' No AMOUNT PER MONTH Year X
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APPROVED BY: County Arty ~ ~, asing ~ Risk Management X I,\J'
G~Z~Cb~Y
DIVISION DIRECTOR APPROVAL:
(Lynda Stuart)
DOCUMENTATION:
Included X
To Follow
Not Required_
DISPOSITION:
AGENDA ITEM #.1 -~-1
Revised 2/27/01
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with:
Stuart Newman
Associates
Contract #
Effective Date:
Expiration Date:
10/1/2001
9/30/02
Contract Purpose/Description:
Approval of an Amendment to Agreement with Stuart Newman Associates to exercise
option to extend current Agreement for one additional year.
Contract Manager: Maxine Pacini
(Name)
3523
(Ext.)
TDC # 3
(Department/Stop #)
for BOCC meeting on
4/19/01
Agenda Deadline: 4/4/01
CONTRACT COSTS
Total Dollar Value of Contract: $ 364,000 Current Year Portion: $
Budgeted? Yes[gl No D Account Codes: 115 75035 530340 T15E 205 X 530480;
115 75035 530340 T15E 115 75035 530340 T15E 205 X 530405;
205 X 530310; 115 75035 530340 T15E 205 X 530400;
12070020530480 T10P 11575035530340 T15E 205 X 530410;
204 X 530480; 115 75022 530480 T15F 204 X 530480;
121 71030530340 T11S 11575022530480 T05F 204 X 530480;
381 X 530340; 11777020530480 T17P 204 X 530480;
121 71020530480 T11P 11878020530480 T18P 204 X 530480;
204 X 530480 119 79020 530480 T19P 204 X 530480;
ADDITIONAL COSTS
Estimated Ongoing Costs: $ _/yr For:
(Not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc.)
Date In
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Comments:
CONTRACT REVIEW
Changes
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OMB Form Revised 2/27/01 MCP #2
ADDENDUM TO AGREEMENT
THIS ADDENDUM is entered into this day of , 2001, by
and between the BOARD OF COUNTY COMMISSIONERS, Monroe County, Florida,
hereinafter referred to as the COUNTY and Stuart Newman Associates, Inc.,
hereinafter referred to as FIRM;
WITNESSETH
WHEREAS, there was a contract entered into on August 12, 1998, between the
parties, to provide public relation services; and
WHEREAS, there was an amendment to contract on November 12, 1998;
and
WHEREAS, the original agreement allows for an extension for an additional (12)
twelve month period beyond the initial award period;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree to hereby amend the agreement entered into on August 12, 1998, as
previously amended as follows:
1. Paragraph I. TERM, shall be amended by adding: The option is exercised
to provide an additional term of this contract for a period of one (1) year commencing
October 1, 2001, and terminating on September 30, 2002;
2. The remaining provisions of the contract dated August 12, 1998 as
previously amended and not inconsistent herewith shall remain in full force and effect.
Attest: DANNY L. KOLHAGE, Clerk
Board of County Commissioners of
Monroe County
BY:
Deputy Clerk
Mayor/Chairman
(CORPORATE SEAL)
Attest:
Stuart Newman Associates, Inc.
BY:
Witness
Witness
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ADDENDUM TO AGREEMENT
THIS ADDENDUM is entered into this /2- tI day of /'lJ V, 1998, by and between
the BOARD OF COUNTY COMMISSIONERS, Monroe County, Florida, hereinafter referred
to as the COUNTY and Stuart Newman Associates, Inc.
WITNESSETH
WHEREAS, there was a contract entered into on August 12th, 1998, between the
parties, to provide public relation services which promote tourism; and
WHEREAS, said contract provided for an emergency management plan to be
devised but not. for .it to be carried out if there should be a state of emergency; and
WHEREAS, Hurricane Georges required contract to expend considerably more
manpower and resources than was contemplated under the original contract;
NOW THEREFORE, in consideration of the promises contained herein, the parties
agree to amend the contract dated August 12,1998 as follows:
1. Paragraph 3, section L, shall be revised to read "address emergency situations that
effect tourism and provide a crisis management program and carry out the requirements of
the crisis management Drogram during a state of emergencv."
2. Paragraph 4, section J, shall be added to read as follows;
The firm shall be compensated for the performance of all additional public relations
services required under paragraph 3, section L prior to, during and in the aftermath of
Hurricane Georges which hit Monroe County on September 25th, 1998 in an amount of
$15,000.00.
The remaining provisions of the contract dated August 12th, 1998 shall remain in full force
and effect. .
WITNESS:
B~o.h.n C_. ~
Deputy Clerk
Stuart Newman Associates, Inc.
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By .
President
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By \;~~~~\\t:>-~
Mayor/Chairman
DATE
AGREEMENT . - '"'cr/
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THIS AGREEMENT is entered into this/)j day of/fL)t:; ~;by and between the
BOARD OF COUNTY COMMISSIONERS, Monroe County, Florida, hereinafter
referred to as the COUNTY and Stuart Newman Associates, Inc., a Florida Corporation,
hereinafter referred to as FIRM;
WITNESSETH
WHEREAS, FIRM is qualified to provide public relation services which promote
tourism, and
WHEREAS, the Tourist Development Council (TDC) has recommended to
COUNTY that FIRM be awarded a contract for public relation services, and
WHEREAS, the COUNTY wishes to enter into this Agreement for public relation
services with the FIRM,
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, 1998 and expiring on September 30,2001. The COUNTY
has an option to extend this contract for an additional (12) month period beyond the
initial award period, upon 60 days prior written notice of agreement extension to FIRM.
2. The Firm will serve as the full-service public relation agency for the
Monroe County Tourist Development Council and Monroe County. The FIRM and the
public relation programs are subject to review by the Monroe County Tourist
Development Council.
3. SCOPE OF SERVICES: The FIRM shall provide the following:
A. Key Personnel: This contract is a professional services contract with
expectation that principal personnel performing the services are those personnel listed.
Notice of any change in personnel shall be sent to the Tourist Development Council and
the Board of County Commissioners. The principals assigned are the following:
1) Stuart Newman, President
2) Andrew Newman, Senior Vice President and Account Supervisor
MINIMUM STAFF PERSONNEL ASSIGNED:
Account Manager
Account Executive
Media Coordinator
Lower Keys & Key West Liaison
Upper Keys & Middle Keys Liaison
Finance! Account/Clerical Support
B. At least one of the principals or Account Manager shall meet with
the Monroe County Tourist Development Council (TDC) at all regularly scheduled
meetings of the TDC and at any other times as directed by the TDC.
C. The FIRM agrees to assign a Public Relation's 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 Chairman or Vice-Chairman of the TDC; the Chairman of the
Public Relation's Committee, Marketing Director or other designee.
Other duties include consultations with TDC Advisory Committees from the five
districts, umbrella programs and/or Chambers of Commerce within the Florida Keys as
directed by the TDC; participation in developing of Marketing Plan; liaison with special
events on behalf of the TDC; and liaison with private sector resorts, attractions and other
tourism related areas in Monroe County, as it relates to the development of an effective
marketing program for the Florida Keys.
D. Provide staff services to manage communications to develop
awareness, promote favorable image and goodwill for the TDC.
E. Provide the development of favorable National and International
publicity.
F. Provide the establishment and maintenance of contacts with print
and broadcast media.
---- - - u --- _-G;-n ---Pfevide-thepr-eparation-of-press-kits~- -___ n_ _ __nn_ __n_________ _m_.____
H. Provide the development and distribution of photographs and news
releases for trade and consumer media..
I. Provide preparation of public relations plan with coordination of
TDC marketing plan.
J. Provide representation ofTDC at selected trade shows, sales/media
missions, F AM tours, media workshops and journalist conferences.
K. Provide the establishment and management of contracts with sub _
agencies for international, specialty or other markets.
L. Address emergency situations that affect tourism and provide a
crisis management program.
M. Provide Editorial support for Internet web site.
N. Provide publicity before, during and after special events.
O. Provide assistance to the Florida Keys Film Commission.
P. Maintaining appropriate records of print clippings and broadcast
coverage.
Q. Provide periodic reports on public relations activities.
R. Provide development and maintenance of a videotape/still photo
libraries.
S. Provide a measurability process to evaluate the public relation
programs.
T. Provide implementation of such services as outlined within the
objectives, goals and strategies of the annual marketing plan.
U. Performing such other public relations activities as required by the
TDC.
4. COMPENSATION: Compensation and expenses will be paid, subject to
availability of Tourist Development Tax funds and approved purchase orders as follows:
A. The FIRM shall be compensated for public relation activities that
have been approved through the annual marketing plan.
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B. The FIRM shall have pre-approval on all other projects and
materials by the TDC Marketing Director, TDC Chairman or TDC according to TDC and
Monroe County Procurement Policies.
C. The FIRM shall have all fees and expenses placed on invoices that
have the proper approved purchase order account number and follow County
requirements for payment.
D. The FIRM shall be compensated for the performance of all public
relations staffed services outlined within the scope of services as defined by this
agreement and the approved FY '99 Marketing Plan for an agency fee of:
First Year $304.000.00
Second Year $324.000.00
Third Year $344.000.00
*Fourth Year $364.000.00
*If agreement is renewed.
E. The FIRM will be reimbursed at cost for all actual expenses
incurred for media materials, postage, FedEx, clipping services, special event support,
research, web site maintenance, promotional items, seminars or show registrations, sub-
agency contracts, entertainment of media, broadcast support, photography, broadcast
production, travel expenses and all other projects or production materials that are
necessary for the fulfillment of this agreement and have been approved in advance by the
TDC according to TDC and Monroe County Procurement Policies. The firm's
telecommunication services are included in their professional fees.
F. The FIRM may provide Public Relation Services above and
beyond their normal requirements as defined by this contract and the approved FY '99
Marketing Plan, for TDC funded special events, turnkey or otherwise, as approved by the
TDC in advance. Such services will be charged back to the event upon approval of event
coordinator and the TDC.
G. Contracted services are contracts entered into by Stuart Newman
Associates for services to be provided for Monroe County which include, but are not
limited to International public relations, local liaisons and other services properly ,
authorized in advance by the Tourist Development Council and Board of County
Commissioners.
H. All Reimburseable expenditures paid by the County shall be
subject to the annual public relations expense budget approved by the Tourist
Development Council and Board of County Commissioners.
1. The FIRM shall submit to the Tourist Development Council
monthly billings for one-twelfth (1/12) of the annual agency fee for staff and contract
services. Reimburseable expenditures shall be invoiced and billed to the County for
payment on a monthly basis. The County shall be responsible for payment of all
authorized fees and costs due the FIRM within a thirty (30) day period of receiving
.
mVOlces.
5. RECORDS - ACCESS AND AUDITS: The Provider shall maintain
adequate and complete records to justify all charges, expenses and costs incurred in
performing the work for at least three (3) years after completion of this Agreement. The
3
County shall have access to such books, records, and documents concerning the
contracted services. The access to and inspection of such books, records, and documents
by the TDC/County shall occur at~y reasonable time. Provider understands that it shall
be responsible for repayment of any and all audit exceptions identified by TDC/County.
Any current or subsequent contract awards will be offset by the amount of any audit
exceptions. In the event there are not funds still held by the TDC and County for a
contract award, the amount of audit exception shall be billed to Provider who shall
promptly pay same.
6. GENERAL PROVISIONS:
A. Public Relations Agency of Record: The FIRM shall act as the
agency of record of the COUNTY and TDC for all public relations services, except as
mutually agreed otherwise, and for the performance of related or special services as
requested by the TDC.
B. COUNTY shall indemnify and hold FIRM harmless from any
suits, claims, damages, costs, or expenses arising in connection with false, defamatory, or
otherwise objectionable public relations material, including material which invades the
privacy of individuals, which public relations material has been suggested, ordered or
approved by TDC. FIRM agrees to indemnify and hold harmless Monroe County against
any claim ofliability, losses and causes of action which may arise out of the fulfillment
of the agreement. It agrees to pay all claims and losses and shall defend all suits filed due
to the negligent acts, errors or omissions of its employees and/or agents, including related
court costs.
C. Property Rights: The COUNTY shall own and have all rights
subject to regulations and talent contracts, to any and all copy, photos, films and other
promotional materials which the FIRM prepared or purchased for the COUNTY'S
account pursuant to a program, campaign, or project which the TDC has approved in
writing, regardless of whether such material was published, displayed, broadcast,
distributed or otherwise presented prior to the termination of the Agreement, provided the
COUNTY has paid for same in accordance with the provisions of this Agreement.
Rejected concepts and layouts will not be charged to COUNTY.
7. APPROVAL AND CHANGES: The TDC shall have the sole and
exclusive right to approve, modify, reject, or cancel any and all plans, proposals,
submissions and other work in progress, in which case the TDC's directions shall be
immediately implemented. However, nothing in this Agreement shall be construed as
requiring the FIRM to violate any contractual commitments to media made on the TDC's
behalf. All contractual commitments to media require the TDC's prior written approval.
The COUNTY shall only be liable for charges approved in writing prior to the FIRM
entering into such contractual commitment.
8. TERMINATION: Either party shall have the right to cancel this
Agreement at its sole discretion upon 120 days written notice to the other party. FIRM
shall deliver to the COUNTY all papers and other material related to the work performed
under this contract upon termination thereof.
9. EXCLUSIVE REPRESENTATION: The FIRM agrees that it will not
represent any private resort; attraction; event or other destination within Monroe County
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or other county or city destinations within the State of Florida without approval from the
TDC and COUNTY.
FIRM shall act at all times herein as independent contractor, and nothing
contained herein shall be construed to create the relation of principal agent or employer
and employee, between COUNTY and FIRM.
10. DISCLOSURE OF FINANCIAL INTEREST: The FIRM agrees to
disclose within thirty (30) days of the execution of this Agreement any existing financial
interest in the business of its suppliers or providers utilized in fulfillment of this
Agreement, and shall disclose said interests as they may arise from time to time.
11. LA WS AND REGULATIONS: It shall be understood and agreed that any
and all services, materials and equipment shall comply fully with all Local, State and
Federal laws and regulations.
12. TAXES: The COUNTY and TDC are exempt from Federal Excise and
State of Florida Sales Tax.
13. FINANCE CHARGES: The COUNTY and TDC will not be responsible
for any finance charges.
14. RELATION OF COUNTYITDC: It is the intent of the parties hereto that
Stuart Newman Associates shall be legally considered as an independent contractor and
that neither it nor its employees shall, under any circumstances, be considered servants or
agents of the COUNTY and TDC and the COUNTY and TDC shall at no time be legally
responsible for any negligence on the part of Stuart Newman Associates, its employees or
agents, resulting in either bodily or personal injury or property damage to any individual,
firm or corporation.
15. DISCLOSURE: The FIRM shall be required to list any or all potential
conflicts or interest, as defined by Florida Statute 112 and Monroe County Code and shall
disclose to the COUNTY and TDC all actual or proposed conflicts of interest, financial or
otherwise, direct or indirect, involving any client's interest which may conflict with the
interest of the COUNTY and TDC.
16. FORCE MAJEURE: Firm shall not be liable for delay in performance or
failure to perform, in whole or in part, the services due to the occurrence of any
contingency beyond its control or the control of any of its subcontractors or suppliers,
including labor dispute, strike, labor shortage, war or act of war, whether an actual '
declaration thereof if made or not, insurrection, sabotage, riot or civil commotion, act of
public enemy, epidemic, quarantine restriction, accident, fire, explosion, storm, flood,
drought or other act of God, act of any governmental authority, jurisdictional action, or
insufficient supply of fuel, electricity, or materials or supplies, or technical failure where
FIRM has exercised reasonable care in the prevention thereof, and any such delay or
failure shall not constitute a breach of this Agreement.
17. ASSIGNMENT: The FIRM shall not assign, transfer, convey, sublet or
otherwise dispose of this contract, or of any or all of its rights, title or interest therein, or
its power to execute such contract to any person, company or corporation without prior
written consent of the COUNTY.
18. COMPLIANCE WITH LAWS-NONDISCRIMINATION: The FIRM
shall comply with all international, federal, state and local laws and ordinances applicable
to the work or payment for work thereof, and shall not discriminate on the grounds of
5
race, color, religion, sex, age, or national origin in the performance of work under this
Agreement. This Agreement shall be subject to all international, federal, state, and local
laws and ordinances.
19. INSURANCE: The FIRM shall maintain the following required insurance
throughout the entire term of this contract and any extensions. Failure to comply with
this provision may result in the immediate suspension of all work until the required
insurance has been reinstated or replaced. Delays in the completion of work resulting
from the failure of the FIRM to maintain the required insurance shall not extend any
deadlines specified in this contract and any penalties and failure to perform assessments
shall be imposed as if the work had not been suspended, except for FIRM's failure to
maintain the required insurance.
The FIRM shall provide, to the County, as satisfactory evidence of the required
insurance, either:
* Certificate of Insurance
or
* A Certified copy of the actual insurance policy
The COUNTY, at its sole option, has the right to request a certified copy of any or
all insurance policies required by this contract.
All Insurance policies must specify that they are not subject to cancellation, non-
renewal, material change, or reduction in coverage unless a minimum of thirty (30) days
prior notification is given to the COUNTY by the insurer.
The acceptance and/or approval of the FIRM's insurance shall not be construed as
relieving the FIRM from any liability or obligation assumed under this contract or .
imposed by law.
The Monroe County Board of County Commissioners, its employees and officials
will be included as "Additional Insured" on all policies, except for Workers'
Compensation.
Any deviations from these General Insurance Requirements must be requested in
writing on the County prepared from entitled "Request for Waiver ofInsurance
Requirements" and approved by Monroe County Risk Management.
A. Prior to the commencement of work governed by this contract the FIRM
shall obtain Workers' Compensation Insurance with limits sufficient to respond to Florida
Statute 440.
In addition, the FIRM shall obtain Employers' Liability Insurance with
limits of not less than:
$100,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease
$100,000 Bodily Injury by Disease, each employee
Coverage shall be maintained throughout the entire term of the contract.
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-VI, as assigned by the A.M. Best Company.
B. Prior to the commencement of work governed by this contract, the FIRM
shall obtain General Liability Insurance. Coverage shall be maintained throughout the
life of the contract and include, as a minimum:
6
* Premises Operations
* Products and Completed Operations
* Blanket Contractual Liability
* Personal Injury Liability
* Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per person
$1,000,000 per Occurrence
$ 100,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a
Claims Made policy, its provisions should include coverage for claims filed on or after
the effective date of this contract. In addition, the period for which claims may be
reported should extend for a minimum of twelve (12) months following the acceptance of
work by the COUNTY.
The Monroe County Board of County Commissioners shall be named as
Additional Insured on all policies issued to satisfy the above requirements.
C. Recognizing that the work governed by this contract requires the use of
vehicles, the FIRM, prior to the commencement of work, shall obtain Vehicle Liability
Insurance. Coverage shall be maintain throughout the life of the contract and include, as
a minimum, liability coverage for:
* Owned, Non-Owned, and Hired Vehicles
The Minimum limits acceptable shall be:
$300,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$100,000 per Person
$300,000 per Occurrence
$ 50,000 Property Damage
20. GOVERNING LA WNENUE: This Agreement shall be governed and
construed by and in accordance with the laws of the State of Florida and constitutes the
entire agreement between the COUNTY and FIRM. Venue for any dispute shall be,in
Monroe County.
21. ENTIRE AGREEMENT AMENDMENT: This writing embodies the
entire Agreement and understanding between the parties hereto, and there are not other
agreements and understandings, oral or written, with reference to the subject matter
hereof that are not merged herein and superseded hereby. Any amendment to this
Agreement shall be in writing recommended by the TDC and approved by the COUNTY
and signed by both parties.
22. SEVERABILITY: If any provisions of this Agreement shall be held by a
Court of competent jurisdiction to be invalid or unenforceable, the remainder of this
agreement, or the application of such provision other than those as to which it is invalid
or unenforceable, shall not be affected thereby; and each provision of this Agreement
shall be valid and enforceable to the fullest extent permitted by law.
7
23. AUTHORITY: Each of the signatories for the firm below certifies and
warrants that:
a) The firm's name in the agreement is the full name as designated in its
corporate charter, and b) they are empowered to act and contract for the contractor and c)
this agreement ,has been approved by the firm's Board of Directors.
24. ETHICS CLAUSE: FIRM warrants that he/it has not employed retained
or otherwise had act on his/its behalf any former COUNTY office or employee in
violation of Section 2 or Ordinance No. 10-1990 or any COUNTY officer or employee in
violation of Section 3 of Ordinance No. 10-1990. For breach or violation of the provision
the COUNTY may, at its discretion terminate this contract without liability and may also,
at its discretion, deduct from the contract or purchase price, or otherwise recover, the full
amount of any fee, commission, percentage, gift, or consideration paid to the former or
present COUNTY officer or employee.
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,,;_ ., ----~ IN WITNESS WHEREOF, the parties hereto have executed this agreement the
.,.' '"A~~~ah:\year first above written
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.' \'~;" '~tt~~g::! army L. Kolhage, Clerk
,~
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Board Of County Commissioners
of Mo oe County
~
(CORPORATE S AL)
Attest: r
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Stuart Newman Associates
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President
'I"" Roland WellnglDl-BanU, 111
~ '6 COMMISSION II CC 499473
~ !lie EXPIRES OCT 4, 1999
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