Item F8
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
Meeting Date: JULY 19,2001
Division: TDC
Bulk Item: Yes X
No
Department:
AGENDA ITEM WORDING:
Approval of an Agreement with Tinsley Advertising and Marketing Inc. to provide
advertising services on behalf of the Monroe County Tourist Development
Council commencing October 1, 2001 through September 30, 2004 with an
option to extend for an additional twenty four (24) month period. The amount of
the contract is based on commission.
ITEM BACKGROUND:
TDC approved same at their meeting of June 12, 2001.
PREVIOUS REVELANT BOCC ACTION:
BOCC approved FY 2001 budget at their meeting of September 21,2000.
CONTRACT/AGREEMENT CHANGES:
This is a new Agreement.
STAFF RECOMMENDATIONS:
Approval
TOTAL COST: Based on Commission
BUDGETED: YES
COST TO COUNTY: Based on CommissionlTOURIST PAY
REVENUE PRODUCING: Yes X No AMOUNT PER MONTH Year
APPROVED BY: County Arty ~ OMB~ X Risk Management X l.:i . \;
JvJ~ -
(Lynda Stuart)
DIVISION DIRECTOR APPROVAL:
DOCUMENTATION:
Included X
To Follow
Not Required_
AGENDA ITEM # ,? ~"
DISPOSITION:
Revised 2/27/01
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract with:
Tinsley Advertising and
Marketing Inc.
Contract #
Effective Date:
Expiration Date:
10/1/01
9/30/04
Contract Purpose/Description:
Approval of an Aqreement with Tinslev Advertisinq and Marketinq Inc. to
provide advertisinq services on behalf of the Monroe County Tourist
Development Council commencinq October 1. 2001 throuQh September 30,
2004 with an option to extend for an additional twenty four (24) month period.
The amount of the contract is based on commission.
Contract Manager: Maxine Pacini
(N ame)
3523
(Ext.)
TDC#3
(Department/Stop #)
for BOCC meeting on
7/19/01
Agenda Deadline: 7/3/01
CONTRACT COSTS
Total Dollar Value of Contract: $ Based on
Commission
Account Codes: SEE ATTACHED SHEET
Current Year Portion: $
Budgeted? Yes[8J
Grant: $
County Match: $
NoD
-
----
- -
----
-
----
ADDITIONAL COSTS
Estimated Ongoing Costs: $_/yr For:
(Not included in dollar value above) (e~. maintenance, utilities, ianitorial, salaries, etc.)
CONTRACT REVIEW
Date In
Changes
Needed" ~~",.,~e'yi~sa:--.
YesD NoB" -------7 / /?/"~
YesD NOg' Cll LJ 'I-\.. -.,-,,-.- ~~---t&0'J"
YesD NoEfS /L~ t17~
YesD No~ S.Hutton
Date Out
Division Director
&;;./o~
Risk Management (, 12/10 (
oftY/~ng 0/(1/01
County Attorney 5/30/01
5/30/01
Comments:
OMB Form Revised 2/27/01 MCP #2
ACCOUNT CODE ATTACHMENT
TINSLEY ADVERTISING AND MARKETING AGREEMENT
ACCOUNT CODES
115 75011 530340 T25C239X 530480
115 75011 530340 T25C239X 530470
115 75022 530340 T25F239X 530340
115 75022 530340 T25F239X 530470
115 75033 530340 T25D239X 530340
115 75033 530340 T25D239X 530480
115 75033 530340 T25D239X 530410
116 76065 530340 T26G378X 530340
116 76065 530340 T26G378X 530470
116 76065 530340 T26G379X 530340
116 76065 530340 T26G379X 530400
116 76065 530340 T26G379X 530410
116 76065 530340 T26G239X 530340
116 76065 530340 T26G380X 530340
116 76065 530340 T26G380X 530470
116 76660 530340 T26M325X 530340
116 76660 530340 T26M336X 530340
116 76660 530340 T26M326X 530340
116 76660 530340 T26M337X 530340
116 76660 530340 T26M327X 530340
116 76660 530340 T26M338X 530340
116 76660 530340 T26M328X 530340
116 76660 530340 T26M350X 530340
116 76660 530340 T26M329X 530340
116 76660 530340 T26M339X 530340
117 77020 530480 T27P239X 530480
117 77020 530480 T27P239X 530470
118 78020 530480 T28P239X 530480
118 78020 530480 T28P239X 530470
119 79020 530480 T29P239X 530480
119 79020 530480 T29P239X 530470
120 70020 530480 T20P239X 530480
120 70020 530480 T20P239X 530470
121 71020 530480 T21P239X 530480
121 71020 530480. T21P239X 530470
AGREEMENT
THIS AGREEMENT is entered into this day of _' 2001, by
and between the Board of County Commissioners, Monroe County, Florida,
hereinafter referred to as County and Tinsley Advertising and Marketing Inc.,
hereinafter referred to as Firm;
WHEREAS, Firm is qualified to provide advertising services which
promote tourism, and
WHEREAS, the Monroe County Tourist Development Council (TOC) has
recommended to County that Firm be awarded an agreement for advertising
services, and
WHEREAS, County wishes to enter into this agreement for advertising
services with the Firm,
1. Term: The term of this agreement is for a period of three (3) years
beginning October 1,2001 and expiring on September 30,2004. The County
has an option to extend this agreement for an additional twenty four (24) month
period beyond the initial award period, upon 90 days prior written notice of
agreement extension to Firm.
2. The Firm will serve as the full-service advertising agency for the
Monroe County TDC and County. The Firm and the advertising programs are
subject to review by the Monroe County TOC.
3. Scope of Services:
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) Sandra Tinsley, Chairman of the Board;
2) Jim Flanagan, President
MINIMUM STAFF PERSONNEL ASSIGNED:
1) Account Management Supervisor; approved by the
chairman of the TOC and marketing director
2) Account Supervisor; Account Executive; 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 TOC at all regularly scheduled meetings of the TOC and at any other
times as directed by the TOC.
c. The Firm 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 chairman or vice-chairman of the roc,
marketing director or other designee. Other duties include regular visits
throughout Monroe County; consultations with TOC Advisory Committees from
the five districts and/or chambers of commerce within the Keys as directed by
the TDC; participation in, and coordination of, media planning, coordination of
production and traffic activities with the Firm, coordination 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, as it relates to the
development of an effective advertising program for the Florida Keys.
D. The Firm agrees that time is of the essence, and to provide
on a timely basis copy and concepts; supervision of tangible materials for media
and collateral production, including: radio and television, print, Internet, outdoor,
direct mail, etc.; traffic and billing of media and collateral production materials.
E. Firm shall employ its knowledge of available media and
media research, and normal use of outside media research services to which the
Firm subscribes for the purpose of planning media advertising programs.
F. Firm shall counsel County in the use of special media,
marketing, product and consumer research as may be advisable.
G. Firm shall formulate and recommend media plans based on
written objectives established within the TOC marketing plan and reviewed on an
annual basis.
H. Firm shall order 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.
I. Firm shall negotiate special talent fees in accordance with
trade agreements to be more inclusive of total work and keep costs to a
minimum.
J. Firm shall establish agreements with sub-contractors}or
production, traffic and other marketing services.
K. Firm shall have written pre-approval on all advertising,
media, projects and materials by the TDC marketing director or TDC chairman.
Tinsley Advertising Agency Agreement
2
L. Firm shall have all media and production expense accounts
placed on individual purchase orders. All invoices require the proper purchase
order number. No invoice will be paid unless account funds are available. No
invoices will be paid outside the advertising budget without TDC approval.
4. Compensation: Compensation shall be paid, subject to availability
of Tourist Development Tax Funds and approved purchase orders as follows:
A. Media Placement:
1) The Firm shall be compensated for media placement at
the net cost to agency plus 13% percent. This will include all generic and district
campaigns, cultural, fishing and diving umbrella campaigns, and all co-op
advertising. Cooperative advertising would include, but not be limited to the
following: corporate sponsorship of events supported by TOC funds, co-op
advertising from hotels, motels, attractions and other tourist related businesses
within Monroe County. ~hen co-op partners are included in advertising media,
the 13% is on the total net amount of media placement only.
2) Firm shall be reimbursed for projects designated as
special projects in the annual marketing plan and approved by TDC at actual
costs, not to exceed the amount budgeted by TOC, plus 13%, the total not to
exceed the amount budgeted by TDC.
3) In the event of a catastrophe, such as a hurricane, which
results in severed communications between the Firm and the TOC administrative
office, and subject to the provisions in paragraph 18, the Firm shall confer with
the County's public relations agency and perform the same types of services of
this agreement as the Firm deems to be in the best interest of tourism in the
Florida Keys. In consideration of the performance of such services, the County
shall pay an amount not to exceed $150,000.00 the sum of which will include
commissions and production costs.
B. REIMBURSABLE EXPENDITURES: The County shall
reimburse the Firm for all approved expenditures and payments made on the
County's behalf for media placement subject to state and County rules and
regulations. Travel expenses of approved personnel on behalf of the business of
the TDC shall be compensated at the rates established by Florida law and
County policy.
C. Invoices
1) All invoices submitted by the Firm to the TOC shall be
marked as to which account it is properly chargeable.
Tinsley Advertising Agency Agreement
3
2) Normal production costs for specific pre-approved
jobs will be submitted for payment at one time upon completion.
3) No percentage will be added to Firm charges for
packaging, shipping, express mail, postage, telephone, telegraph, legal fees and
services and travel expenses for Firm's personnel.
4) The Firm's invoices and statements shall be due and
payable within 30 days after submission with properly documented backup.
D. Production CharQes:
1) 13% Commissions on the net media budget covers the
cost of: agency senior management services, account management services,
media services, accounting services and staff creative development services for
generic, OAC's, events and umbrella's advertising as follows:
(a) Existing newspaper campaign ads, including:
revised layout, new copy/copy revisions, art direction, traffic & production
supervision. Note: Computer artists and type, stats and color copies not
included.
(b) All new Co-op newspaper ads, including:
concepts and comprehensive layouts, copy/copy revisions, art direction, traffic &
production supervision. Note: Computer artists and type, stats and color copies
not included.
(c) Existing magazine ads, including: revised
layout, new copy/copy revisions, art direction, traffic & production supervision.
Note: Computer artists and type, stats and color copies not included.
2) Creative Services Not Included: staff creative
development services for media and collateral materials, Le.; photo shootslTV
shoots, editing television commercials, videos/informercials, point of sale
materials, new magazine campaigns, new newspaper campaign, direct mail, new
brochures and major revises to existing brochures will be estimated and prior
approval obtained for each project at the following hourly rates:
Tinsley Advertising Agency Agreement
4
Concepts and Comprehensive Layouts - $112.00
Senior Copywriter - $95.00
Copywriter - $85.00
Senior Art Direction & Supervision - $105.00
Broadcast Supervision - $78.00
Computer Artist & Type - $95.00
Traffic & Production Supervision - $67.00
BIW Stats - $15.00 each, color outputs $5.00 each
3) Out of pocket expenses for creative development are
reimbursable at cost plus 11 % and include, but are not limited to, the following:
Photographers and Assistants
Film Production Crew
Editing Facilities & Services
Audio Recording Facilities
Models/ActorsNoice-over talent
Four-Color film (for print pubs)
Retouching 4/color film
Stock photo search and usage fees
SAG and AFTRA Residuals
TV dupes, radio dupes, etc.
Printing
Media and collateral materials
The County and the TDC assume no liability to fund this agreement for an
amount in excess of this award. Payment for expenditures permissible by law
and County policies shall be made through reimbursement to Firm upon
presentation of invoices, and other documentation necessary to support a claim
for reimbursement. Monroe County's performance and obligation to pay under
this agreement is contingent upon an annual appropriation by the BOCC.
5. Records - Access and Audits: The Firm 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 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 TOC/County shall occur at any
reasonable time. Firm understands that it shall be responsible for repayment of
any and all audit exceptions identified by TOC/County. Any current or
subsequent agreement awards will be offset by the amount of any audit
exceptions. In the event there are not funds still held by TOC/County for an
agreement award, the amount of audit exception shall be billed to Firm who shall
promptly pay same.
Tinsley Advertising Agency Agreement
5
6. Advertisinq Aqency of Record: The Firm shall act as the agency of
record of the CountylTOC bed tax funds for the preparation and placing of all of
the latter's advertising, except as mutually agreed otherwise, and for the
performance of related or special services as requested by the TDC.
7. Indemnification and Hold Harmless: County shall indemnify and
hold Firm harmless from any suits, claims, damages, costs, or expenses arising
in connection with false, defamatory, or otherwise objectionable advertising
material, including material which invades the privacy of individuals, which
advertising material has been suggested, ordered or approved by the TOC. Firm
agrees to indemnify and hold harmless Monroe County against any claim of
liability, 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.
8. Property Riqhts: The County shall own and have all rights subject
to Screen Actors Guild and American Federation of TV and Radio Artists
regulations and talent contracts, to any and all layouts, copy, art work, films and
other advertising materials which the Firm prepared or purchased for the
County's account pursuant to a program, campaign, or project which the Tourist
Development Council 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.
9. Approval and Chanqes: The TOC 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
TOC's prior written approval. The County shall only be liable for charges
approved in writing prior to the Firm entering into such contractual commitment.
10. Termination: Termination of this agreement shall occur at the
natural ending date or earlier should either party terminate with or without cause
upon providing 120 days written notice prior to the termination date. In the event
of early termination, Firm shall exercise due diligence in carrying out its
obligations under this agreement until the date of termination. County will not be
obligated to pay for any costs incurred after the effective termination date with
the exception of pre-approved contracted services.
Tinsley Advertising Agency Agreement
6
11. Exclusive Presentation: The Firm agrees that it will not represent
any private resort or attraction or other destination within Monroe County or other
county or city destinations within the State of Florida without approval from the
TDC and County. Provision of creative and mechanical services for participants
in co-op advertising and other County programs is permissible. 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.
12. 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.
13. Laws and Requlations: 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.
14. Taxes: The County and TOC are exempt from federal excise and
state of Florida sales tax.
15. Finance Charqes: The County and TOC will not be responsible for
any finance charges.
16. Relations of CountvlTOC: It is the intent of the parties hereto that
Firm 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 TOC and the County and TOC shall at no time be
legally responsible for any negligence on the part of Tinsley Advertising &
Marketing Inc., its employees or agents, resulting in either bodily or personal
injury or property damage to any individual, Firm or corporation.
17. ~isclosure: 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 TOC 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 TOC.
18. Force Maieure: 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
Tinsley Advertising Agency Agreement
7
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. However, Firm shall, within one week of
such event, make alternative arrangements to ensure that services continue
uninterrupted.
19. Assiqnment: The Firm shall not assign, transfer, convey, sublet or
otherwise dispose of this agreement, or of any or all of its rights, title or interest
therein, or its power to execute such agreement to any person, company or
corporation without prior written consent of the County.
20. Compliance With Laws - Non Discrimination: 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 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.
21. Insurance: The Firm shall maintain the following required
insurance throughout the entire term of this agreement and any extensions.
Failure to comply with this provision may result in the immediate suspension of
all work until the required insurance has been reinstated or replaced. Delays in
the completion of work resulting from the failure of the Firm 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 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 agreement.
Tinsley Advertising Agency Agreement
8
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
agreement 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 of
Insurance Requirements" and approved by Monroe County Risk Management.
A. Prior to the commencement of work governed by this
agreement 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
$500,000
$100,000
Bodily Injury by Accident
Bodily Injury by Disease
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 Firm shall obtain General Liability Insurance. Coverage shall be
maintained throughout the life of the agreement and include, as a minimum:
Tinsley Advertising Agency Agreement
9
*
Premises Operations
Products and Completed Operations
Blanket Contractual Liability
Personal Injury Liability
Expanded Definition of Property Damage
*
*
*
*
The minimum limits acceptable shall be:
$1,000,000 Combined Single Limit (CSL)
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per person
$1,000,000 per Occurrence
$ 100,000 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on
a Claims Made policy, its provisions should include coverage for claims filed on
or after the effective date of this agreement. In addition, the period for which
claims may be reported should extend for a minimum of twelve (12) months
following the acceptance of work by the County.
The Monroe County Board of County Commissioners shall be named as
Additional Insured on all policies issued to satisfy the above requirements.
c. Recognizing that the work governed by this agreement
requires the use of vehicles, the Firm, 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:
$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
D. Advertising Professional Liability Insurance with minimum
limits of $1,000,000 per Occurrence and $2,000,000 aggregate.
Tinsley Advertising Agency Agreement
10
22. Governinq LawNenue: 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.
23. Entire Aqreement 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 TOC and
approved by the County and signed by both parties.
24. Severabilitv: 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.
25. Authoritv: 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 in agreementfor the contractor, and
c) this agreement has been approved by the Firm's board of
directors
26. 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
agreement without liability and may also, at its discretion, deduct from the
agreement 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.
Tinsley Advertising Agency Agreement
11
27. Public Entity Crime Statement: A person or affiliate who has been
placed on the convicted vendor list following a conviction for public entity crime
may not submit a bid on an agreement to provide any goods or services to a
public entity, may not submit a bid on an agreement with a public entity for the
construction or repair of a public building or public work, may not submit bids on
leases of real property to public entity, may not be awarded or perform work as a
contractor, supplier, subcontractor, or consultant under an agreement with any
public entity, and may not transact business with any public entity in excess of
the threshold amount provided in Section 287.017, for CATEGORY TWO for a
period of 36 months from the date of being placed on the convicted vendor
list.
IN WITNESS WHEREOF, the parties hereto have executed this
agreement the day and year first above written
(SEAL)
Attest: Danny L. Kolhage, Clerk
Board of County Commissioners
of Monroe County
Deputy Clerk
Mayor/Chairman
(CORPORATE SEAL)
Attest:
Tinsley Advertising and Marketing Inc.
President
Tinsley Advertising Agency Agreement
12