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1. 07/21/2021 Agreement n:"°,71„, Kevin Madok, CPA Clerk of the Circuit Court& Comptroller—Monroe County, Florida DATE: July 27, 2021 TO: Anmie Martian, Administrative Assistant "Tourist Development Council FROM: Sally M. Abrams, D.C. SUBJECT: July 21st 130CC Meeting Attached, for your handling, is an electronic copy of item F2, An Agreement with Underwood Martell, Inc. d/b/a Tinsley Advertising & Marketing, Inc. to provide advertising services which promote tourism. Should you have ;my questions, please feel free to contact me at ext. 3550. 'Thank you. cc: County Attorney Finai cc File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305-852-7145 ADVERTISING AGENCY AGREEMENT THIS AGREEMENT ("Agreement"), made and entered into this 21st day of July , 20217 by and between Monroe County, Florida, (hereinafter called the "County"), and Underwood Martell, Inc., doing business as Tinsley Advertising & Marketing, Inc. (hereinafter called the "Contractor"). WITNESSETH: WHEREAS, the County issued a Request for Proposals ("RFP) for professional advertising services, which includes consulting advice relating to the Monroe County Tourist Development Council ("TDC") marketing and promotion of tourism, and WHEREAS, Contractor was the sole proposer to the RFP; and WHEREAS, Contractor been furnishing quality professional advertising services which promote tourism for thirty-five (35) years and is otherwise qualified to provide the services; and WHEREAS, the Monroe County TDC, an advisory board to the County's Board of County Commissioners ("BOCC"), has recommended to the County that a new Agreement for advertising services be entered into with Contractor, and WHEREAS, County desires to enter into this Agreement for advertising services with the Contractor; NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows- 1. Term: The term of this Agreement is for a period of three (3) years beginning on October 1, 2021 and expiring on September 30, 2024. The County shall have an option to extend this Agreement for one (1) additional two (2) year period. 2. Scope of Services: The Contractor will serve as the exclusive full-service, advertising agency for the TDC, and will provide advertising services for the County as provided in this Section 2 and Section 3 (the "Scope of Services"). The Contractor and the advertising programs are subject to review by the Monroe County TDC. A. Key Personnel: This Agreement is a professional service Agreement with expectation that principal personnel performing the services are those personnel listed. Notice of any change in the following personnel shall be sent to the TDC. The principals assigned are the following- 1) John Underwood, Chief Executive Officer 2) Dorn Martell, Chief Creative Officer 3) Danielle Salman, Account Supervisor Advertising Agreement FY 2022 ID#2609 1 MINIMUM STAFF PERSONNEL ASSIGNED: 1) Account Supervisor; approved by the Chairperson of the TDC and Marketing Director 2) Senior Account Executive; Account Coordinator and additional staff within the normal services will be assigned as required. B. At least one (1) of the principals shall meet with the Monroe County TDC at all regularly scheduled meetings of the TDC, the Advisory and Umbrella Committees, and at any other times as directed by the TDC upon written notice to the Contractor. For purposes of this section written notice can be provided by email rather than the formal notice procedure as set forth in Section 16 below. C. Contractor agrees to assign an advertising Account Supervisor who will devote such time and effort as necessary to the account on a priority basis, including full time when required. Duties of the Account Supervisor will include contact as required with the Chairperson or Vice-chairperson of the TDC, Marketing Director or other designee. Other duties include regular consultation visits throughout Monroe County; consultations with TDC Advisory Committees within The Florida Keys & Key West (the "Florida Keys"), and interfacing with other agencies of record such as Public Relations and website provider as directed by the TDC; participation in, and coordination of, media planning; coordination of production and traffic activities with the Contractor; coordination of and liaison with mail fulfillment services on behalf of the TDC; and liaison with private sector resorts, attractions and other tourism related fields in the County, relating to the development of an effective advertising program for the Florida Keys. D. Contractor agrees that time is of the essence, and to provide on a timely basis, copy and concepts and supervision of tangible materials for media and collateral production materials, including: radio and television, print, digital/mobile, social, website, outdoor, direct mail or any such technology which may be employed to further the objectives of the TDC; traffic and billing of media and collateral production materials. E. Contractor shall provide materials for the design and creative content of the County's website upon request of the TDC website provider. Notwithstanding anything herein to the contrary, retouching and image compositing for website creative materials (existing video and photography owned by the TDC that the agency has produced) are not included and will be billed at Contractor's standard rates. F. Contractor shall employ its knowledge of available media and media research, and normal use of out-sourced media research services to which the Contractor subscribes for the purpose of planning media advertising programs. G. Contractor shall counsel the TDC/County in the use of special media, marketing, product and consumer research as may be advisable. Advertising Agreement FY 2022 ID#2609 2 H. Contractor shall formulate and recommend media plans based on written objectives established within the TDC marketing plan which shall be reviewed on an annual basis. I. Contractor shall order media space, time or other means of media to be used, endeavoring to secure the most advantageous rates available, checking and verifying such media use, auditing and paying invoices to media. J. Contractor shall negotiate special talent fees in accordance with trade contracts to be more inclusive of total work and keep costs to a minimum. K. Contractor may establish Agreements with sub-contractors for production, traffic and other marketing services. L. Contractor shall obtain written pre-approval on all advertising, media buys, production and materials from the TDC Marketing Director or the TDC Chairperson. M. Contractor shall have all media and production expense accounts placed on individual purchase orders. All invoices shall have 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. 3. Compensation: Compensation shall be paid, subject to availability of Tourist Development Tax Funds and approved purchase orders, as follows: A. Media Placement: 1) Contractor shall be compensated for media placement at the net cost to Contractor plus Fifteen percent (15%) commission, upon receipt and proof of payment of media invoices with affidavits and/or tear sheets, screenshots, etc. Net rate is the actual negotiated paid cost for media placement to the vendor without any markup costs. This will include all generic and district campaigns, cultural, fishing and diving umbrella campaigns, and all co-op advertising placement. Co-op advertising is established to provide lodging accommodations and other tourist related businesses within the County an opportunity to buy into TDC advertisements at a cost-effective rate. 2) Contractor shall be reimbursed for projects designated as special projects approved by the TDC at actual costs, plus Fifteen percent (15%), the total not to exceed the amount budgeted by the TDC. 3) In the event of a catastrophe for the County and/or for South Florida, such as a hurricane or other business interruption, and subject to the provisions in paragraph 33, Force Majeure, or other Advertising Agreement FY 2022 ID#2609 3 crisis management situation, the Contractor shall confer with the TDC Marketing Director and/or TDC Chairperson and perform the same types of services described in this Agreement. The Contractor also agrees that it will have protocol (see Exhibit A) in place for any catastrophe affecting the Contractor's base of operations, i.e. safeguarding of all official photography and film; facilities and equipment available; staff availability and all other vital material relative to the continued marketing of the Florida Keys. In addition, the Contractor will ensure the ability to cancel existing media and produce and place ongoing media. 4) Contractor shall prioritize local talent and sub-contractors for production and other marketing services when appropriate. B. Reimbursable Expenditures: The County shall reimburse the Contractor for all approved expenditures and payments made on the County's behalf for media placement subject to state and County rules and regulations. The Contractor shall submit invoices with supporting documentation that is acceptable to the Monroe County Office of the Clerk of Court and Comptroller ("County Clerk"). Acceptability to the County Clerk is based on Accepted Accounting Principles and such laws, rules, and regulations as may govern the County Clerk's disbursal of funds. Packaging, shipping, express mail, postage, legal expenses on behalf of County, and travel expense for Contractor's personnel shall be considered reimbursable expenses, subject to County's approval. Travel expenses of approved personnel on behalf of the business of the TDC shall be compensated at the rates established by Florida law and County law and policy. C. Invoices: 1) All invoices submitted by the Contractor to the TDC shall have the proper purchase order number and be marked as to which account is properly chargeable. 2) Normal production costs for specific pre-approved jobs will be submitted for payment at one time upon completion. The Contractor is encouraged to use in-county vendors to supply services wherever possible, and when the local vendors are able to supply goods or services that are at least equivalent to the quality of goods and services of out-of-county vendors and meet the needs of the TDC and the County. To that end, the Contractor understands and agrees that in any project the Contractor, if requested, may need to prepare and submit a production budget for approval by the TDC Marketing Director. This budget would include a breakdown of expenses by category and the name of each vendor or subcontractor proposed for each category. Advertising Agreement FY 2022 ID#2609 4 3) No percentage will be added to Contractor charges for packaging, shipping, express mail, postage, telephone, legal fees and services and travel expenses for Contractor's personnel. 4) The Contractor's invoices and statements shall be payable by County according to the Florida Local Government Prompt Payment Act. 5) Contractor may seek reimbursement for media placed but then not run due to declared emergency, pursuant to Section 29. D. Production Charges: 1) The Fifteen percent (15%) commission on the net media placement budget covers the cost of: Contractor senior management services, account management services, media services, accounting services and staff creative development services for Generic, DAC, Event and Umbrella advertising as follows: (a) Existing newspaper campaign ads, including: revised layout, new copy/copy revisions, art direction, traffic & production supervision. Note: computer artists, color copies, retouching, image compositing and digital proofs are 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, color copies, retouching, image compositing and digital proofs are not included. (c) Existing magazine ads, including: revised layout, new copy/copy revisions, art direction, traffic & production supervision. Note: computer artists, color copies not included, retouching, image compositing and digital proofs are not included. (d) Existing digital/mobile marketing ads, including: revised format, new copy/copy revisions, art direction, traffic & production supervision. Note: computer artists, color copies, retouching, image compositing and digital proofs are not included. (e) Minor revisions to existing television and radio (such as new supers/titles, sponsorship logos, etc.). Advertising Agreement FY 2022 ID#2609 5 2) Creative Services Not Included: staff creative development services for media and collateral materials, i.e.; photo shoots/TV shoots/podcast videos, editing television commercials, videos/infomercials, point of sale materials, new magazine campaigns, new newspaper campaigns, new digital/mobile campaigns, direct mail, new brochures and major revisions to existing brochures will be estimated and prior approval obtained for each project at the following hourly rates: Creative Director - $180.00 Concepts and Comprehensive Layouts - $175.00 Senior Copywriter - $175.00 Copywriter - $140.00 Senior Art Direction & Supervision - $165.00 Broadcast Supervision - $120.00 Computer Artist- $145.00 Traffic & Production Supervision - $135.00 3) Out of pocket expenses for creative development are reimbursable at cost plus Fourteen percent (14%) and may include, but are not limited to, the following: Photographers and Assistants Film Production Crew Editing Facilities & Services Audio Recording Facilities Models/Actors/Voice-over Talent Four-Color Film (for print pubs) Stock Photo Search and Usage Fees SAG and AFTRA Residuals TV Dupes, Radio Dupes, etc. Printing Media and Collateral Materials Application development and/or programming The County and the TDC assume no liability to fund this Agreement for an amount in excess of this award. Payment for expenditures permissible by law and County policies shall be made through reimbursement to Contractor upon presentation of invoices, and other documentation necessary to support a claim for reimbursement. The County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners. E. The County determines its annual media and advertising budget ("Advertising Budget") each Fiscal Year (October 1 to September 30) for the Scope of Services based upon the projected County's Tourist Development Tax Funds ("Budget"), including the projected Tourist Development Tax Funds for the Generic Advertising Advertising Agreement FY 2022 ID#2609 6 ("Generic Budget"), each District ("DAC Budget") and the Fishing, Diving and Cultural Umbrella ("Umbrella Budget") as allocated in each specific line item/cost center/project number. The County understands and acknowledges that the Contractor relies upon the Advertising Budget that is adopted each Fiscal Year to determine its anticipated compensation and income under this Agreement especially as this is an exclusive agency agreement. The County further understands that the Contractor performs a substantial portion of the scope of work prior to the placement of advertising and the Contractor develops a media plan which outlines the work performed by the Contractor prior to the placement of advertising. The Contractor understands and acknowledges that the Advertising Budget may be cut during the County's Fiscal Year due to Uncontrollable Circumstances that effect the County's tax revenue and projected Budget, Generic Budget, DAC budget and Umbrella Budget. The Contractor understands that if the Budget, DAC Budget, or Umbrella Budget does not have sufficient funds to pay the Contractor due to an Uncontrollable Circumstance(s), the County does not have the obligation or ability to pay the Contractor. If the Advertising Budget set for each Fiscal Year is reduced due to a declared emergency and when sufficient funds are available within that Fiscal Year, the County agrees to pay to Contractor at the end of each Fiscal Year a seven and one-half percent (7.5%) commission for the work performed on the planning and placement on media that is planned, as demonstrated in the Contractor's media plan, but not placed due to a reduction in the Advertising Budget or a declared emergency. Invoices relating to a reduction in advertising or a declared emergency must be submitted to the TDC administrative office no later than ten (10) business days after the end of the fiscal year (September 30tn) 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 interpreted and construed by the County, and the County's decision shall be final and binding upon all parties. b) The passing, approval and/or acceptance by the County of any of the services furnished by the Contractor shall not operate as a waiver by the County of strict compliance with the terms of this Agreement. Failure on the part of the Contractor to immediately correct a default after a Notice to Correct the default, shall entitle the County, if it sees fit, to correct the same and recover the reasonable cost of such replacement and/or repair from the Contractor, who in any event shall be jointly and severely liable to the County for all damage, loss and expense caused to the County by reason of the Contractor's breach of this Agreement and/or his failure to comply strictly and in all things with this Agreement and with the specifications. Advertising Agreement FY 2022 ID#2609 7 c) The Contractor agrees that the TDC may designate representatives to visit the Contractor's facility(ies) periodically to conduct random open file evaluations during the Contractor's normal business hours. d) The Contractor warrants that it has, and shall maintain throughout the term of this Agreement, appropriate licenses and permits required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Proof of such licenses and permits shall be submitted to the County upon request. 5. Advertising Agency of Record: The County appoints Contractor (i) as the TDC's exclusive advertising and marketing agency and sole media purchaser, and (ii) as the sole agency of record in connection with the products and/or services of the TDC as described in the Scope of Services, during the term of this Agreement. Contractor shall act as the agency of record for preparation and placement of the County's TDC advertising using "bed tax" funds except as otherwise mutually agreed upon. Contractor shall perform related or special services as requested by the TDC. Contractor shall be the sole entity charged with the responsibility of preparing and placing advertising and purchasing media with respect to the TDC. 6. Exclusive Representation: Contractor agrees that it will not represent any private resort or attraction within Monroe County, Florida, or other county or, city destinations, or direct marketing organization (DMO)within the State of Florida without the prior approval of the TDC and the County, during the term of this Agreement. Notwithstanding the foregoing, the Contractor may create and be compensated for print and video materials, including but not limited to, concepts and photography, for businesses, resorts and attractions in the County as part of the Co-op Advertising Program and other County programs. 7. Contractor's Financial Records and Right to Audit: 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(4)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. Right to Audit Availability of Records. The records of the parties to this Agreement relating to the Scope of Services, which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc.); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated Advertising Agreement FY 2022 ID#2609 8 settlements); backcharge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by County or the County Clerk to substantiate charges related to this agreement, and all other agreements, sources of information and matters that may in County's or the County Clerk's reasonable judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any contract document (all foregoing hereinafter referred to as "Records") shall be open to inspection and subject to audit and/or reproduction by County's representative and/or agents or the County Clerk. County or County Clerk may also conduct verifications such as, but not limited to, counting employees at the job site, witnessing the distribution of payroll, verifying payroll computations, overhead computations, observing vendor and supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmations with employees, subcontractors, suppliers, and Contractor's representatives. All records shall be kept for ten (10 ) years after Final Completion of the Scope of Services/Project. The County Clerk possesses the independent authority to conduct an audit of Records, assets, and activities relating to this Scope of Services. If any auditor employed by the County or County Clerk determines that monies paid to 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 Section 55.03, F.S., running form the date, the monies were paid to Contractor. The right to audit provisions survives the termination of expiration of this Agreement. 8. Public Records Compliance: Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor 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 contract and related to contract performance. The County shall have the right to unilaterally cancel this contract 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 contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. Advertising Agreement FY 2022 ID#2609 9 (2) Upon receipt from the County's custodian of records, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, 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 contract, 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 contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract 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 contract provisions in accordance with the contract, notwithstanding the County's option and right to unilaterally cancel this contract upon violation of this provision by the Contractor. A Contractor who fails to provide the public records to the County or pursuant to a valid public records request within a reasonable time may be subject to penalties under 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 CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE NUMBER 305-292-3470 BRADLEY- Advertising Agreement FY 2022 ID#2609 10 BRIAN(WON ROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, 1111 12T" STREET, SUITE 408, KEY WEST, FL 33040. 9. Hold Harmless: The Contractor covenants and agrees to indemnify and hold harmless the County and the TDC from any and all claims for bodily injury (including death), personal injury and property damage (including property owned by the County) and any other losses, damages and expenses (including attorney's fees) which arise out of, in connection with, or by reason of services provided by the Contractor or any of its subcontractors in any tier, occasioned by the negligence, errors or other wrongful act of omission of the Contractor or its subcontractors in any tier, their employees or agents. 10. Independent Contractor: At 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 employees, contractors, servants or agents to be employees of the County. 11. Nondiscrimination: County and Contractor 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. County or Contractor 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 1964 (PL 88- 352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VI I I of the Civil Rights Act of 1968 (42 USC ss. 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 s. 12101 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 12. Assignment/Subcontract: The Contractor shall not assign or subcontract its obligations under this Agreement, except in writing and with the prior written approval of Advertising Agreement FY 2022 ID#2609 11 the County and Contractor, which approval shall be subject to such conditions and provisions as the County may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. 13. Compliance with Law: In providing all services/goods pursuant to this Agreement, the Contractor shall 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, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this Agreement, as provided in Sect. 112.311, et seq., Florida Statutes. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Upon execution of this Agreement, and thereafter as changes may require, the Contractor shall notify the County of any financial interest it may have in any and all programs in the County which the Contractor sponsors, endorses, recommends, supervises or requires for counseling, assistance, evaluation or treatment. This provision shall apply whether or not such program is required by statute, as a condition of probation, or is provided on a voluntary basis. The County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, 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 form of indebtedness. 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. Advertising Agreement FY 2022 ID#2609 12 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: FOR TDC: Stacey Mitchell and Maxine Pacini Monroe County TDC 1201 White Street#102 Key West, FL 33040 FOR COUNTY: Christine Limbert-Barrows, Assistant County Attorney PO Box 1026 Key West, FL 33041-1026 FOR CONTRACTOR: John Underwood and Dorn Martell Tinsley Advertising and Marketing, Inc. 2000 South Dixie Highway Suite 105B 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 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. c) For Contracts of any amount, if the County determines that the Contractor has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/ written notice and an opportunity to demonstrate the County's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. Advertising Agreement FY 2022 ID#2609 13 d) For Contracts of $1,000,000 or more, if the County determines that the Contractor/Consultant submitted a false certification under Section 287.135(5), Florida Statutes, or if the Contractor has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, the County shall have the option of (1) terminating the Agreement after it has given the Contractor written notice and an opportunity to demonstrate the County's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 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 or before the appropriate 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 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 Advertising Agreement FY 2022 ID#2609 14 appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. 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, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. g) Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance or breach of this Agreement, County 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 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 Advertising Agreement FY 2022 ID#2609 15 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 Non-Parties: No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third- party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the County nor the Contractor or any agent, officer or employee of either shall have the authority to inform, counsel or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement. 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 the County in his or her individual capacity, and no member, officer, agent or employee of the 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: The Contractor 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 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. The Contractor shall provide, to the County, as satisfactory evidence of the required insurance, either- * Certificate of Insurance OR * A Certified copy of the actual insurance policy The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this Agreement. All Insurance policies must specify that they have a thirty (30) day notice of cancellation, non-renewal, material change in policy language or reduction in coverage. 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 BOCC, its Advertising Agreement FY 2022 ID#2609 16 employees and officials shall be included as an "Additional Insured" on all insurance policies, except for Workers' Compensation, as their interests may appear in all policies issued to satisfy these requirements. Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled "Request for Waiver of Insurance Requirements". Any deviation must be approved in writing 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 comply with Florida Statute 440. In addition, the Contractor 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 this 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 • Personal Injury Liability • Expanded Definition of Property Damage The minimum limits acceptable shall be: $1,000,000 per Occurrence and $1,000,000 Aggregate 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. Advertising Agreement FY 2022 ID#2609 17 c) 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 minimum limits of liability shall be: $300,000 per Occurrence/$500,000 Aggregate. d). Advertising Professional Liability Insurance with minimum limits of$1,000,000 per Occurrence and $2,000,000 aggregate. The BOCC shall be named as Additional Insured as their interests may appear on all insurance policies issued to satisfy the above requirements. 29. Uncontrollable Circumstances: Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Scope of Services; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Scope of Services; (d) government order or law in the geographic area of the Scope of Services; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Scope of Services ("each, an "Uncontrollable Circumstance"). Contractor's financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Contractor under this Section. Contractor shall give County written notice within seven (7) days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The County will not pay additional cost as a result of an Uncontrollable Circumstance and it is understood that reduced funding County funding that is caused by a Uncontrollable Circumstance will excuse the County's performance and obligation to pay under this Agreement. 30. E-Verify: Effective January 1, 2021: In accordance with F.S. 448.095, Contractor shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Advertising Agreement FY 2022 ID#2609 18 Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. 31. 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. 32. Section Headings: Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. Advertising Agreement FY 2022 ID#2609 19 A ITNESS WHEREOF, the parties hereto have caused this Agreement to be the day and year first above written. (SEAL) Board of County Commissioners Attest: Kevin Madok, Clerk of Monroe Co ty A aLt ray . Arr'J6rs- Ark Deputy Clerk 07.31 c� Mayor/Chairman (To be filled out by Contractor) Tinsley Adve '-ing a nd nc. _. By / .// y. CI xecutive • icer -, �� ,0 i . r� N.) A voaW1� p5/z /zE�/ Print Name Date AND TWO WITNESSES (t)S�''�v" " 1.4 ___ (1) 611-4-W5 MeaR7A10 (2) k4 \^l6LLLc Print Name Print Name Date: O/z 3/2/ Date: CS/27/�Z4 ON0.0EE COUNTY ATTORNEY CLm+l'mr ',.c:DMnn.n.L CNNfEE LINIBERT.BARROWS ASSISTAMICOUNTY ATTOMfV DATE 6/18/21__ Advertising Agreement FY 2022 ID#2609 20 Exhibit A CRISIS MANAGEMENT PLAN In an effort to provide uninterrupted service to The Florida Keys & Key West (the "Florida Keys") during a hurricane emergency or other catastrophic event, the Contractor has established a standard plan of action. The Contractor has identified various hurricane scenarios that left unchecked, could affect the Contractor's service capability to the County. Therefore, to ensure continuity, the Contractor has instituted a phased plan to provide for any storm contingency. Although hurricane focused, this protocol may be applied to other emergencies whereby communications to the Florida Keys are cut off or regional business is suspended. The following outlines different situations and reviews the response for each. This preparedness plan begins before each hurricane season with the Contractor's standard digital assets protocol. I. TEAM REVIEW The Florida Keys emergency team is comprised of the following staff members: CEO CCO Director of Information Services Senior Account Executive Media Director Associate Media Director Associate Creative Director, Sr. Art Director Associate Creative Director, Sr. Copywriter This team reviews possible scenarios each season and is empowered to manage hurricane communications per Agreement between MCTDC and the Contractor. The team is ready to respond to category 1 through 5 storms and has set procedures for when a hurricane "watch", "warning" and "all clear" is issued by the National Hurricane Center as outlined below. II. DIGITAL ASSET MANAGEMENT Any file saved to the secure Contractor's server is continuously backed-up to a live Cloud storage service with redundant locations in the western United States. Most data is also backed up to the Google Cloud daily. As an added precaution, there are redundant hard drive copies of our precious Keys image library safe and sound with at least six (6) different employees at six (6) independent locations at all times. Advertising Agreement FY 2022 ID#2609 21 III. VIDEO ASSET POLICY The raw video files are copied to backup hard drives and a server array as soon as they arrive from a shoot. These files are continuously backed up to a live Cloud storage service that has redundant locations in the western United States. IV. HURRICANE SCENARIOS The following are the procedures the Contractor will follow based on the actual severity of the crisis. 1. The hurricane completely bypasses the destination and therefore has no affect in maintaining business as usual: ACTION: There was no evacuation and no need for emergency advertising. 2. A Hurricane bypasses the Florida Keys but due to news coverage there are misconceptions of actual damage to the Florida Keys and many reservations are canceled (i.e. Hurricane Michelle): ACTION: An advertising campaign must be in place to inform tourists that it's okay to continue their vacation plans. 3. A hurricane bypasses the destination, but tourists have been evacuated (i.e. Hurricane Ivan): ACTION: An emergency advertising plan is immediately put in place to inform tourists that it is safe to return to the Florida Keys within twenty-four (24) hours of the passing storm. 4. A hurricane bypasses the destination, tourists have been evacuated, and the hurricane has yet to strike another part of the United States (i.e. Hurricane Katrina)- ACTION'- An emergency advertising plan is immediately put in place to inform tourists that it is safe to return to the Florida Keys, but advertisements are created with sensitivity toward the hurricane's impact on others. 5. A hurricane causes damage to part of the Florida Keys but the rest is open for business. (i.e. Hurricane Georges and Hurricane Irma): ACTION: An emergency advertising plan is activated to save events and reservations in the areas of the Florida Keys that were not affected by the storm. 6. A hurricane renders the destination inaccessible, or unable to deliver the expected experience for some period of time (i.e. Hurricane Andrew): Advertising Agreement FY 2022 ID#2609 22 ACTION: All media is canceled (Contractor places a "hurricane clause" on all media orders that allows the Contractor to cancel at no charge). Situation is evaluated and advertising resumes when the County re-opens. Advertising Agreement FY 2022 ID#2609 23 INSURANCE CHECKLIST FOR VENDORS SUBMITTING PROPOSALS OR BIDS FOR WORK To assist in the development of your proposal, the insurance coverages marked with an "X" will be required in the event an award is made to your firm. Please review this form with your insurance agent and have him/her sign it in the place provided. It is also required that the bidder sign requisite form reflecting coverage and submit it with the proposal. WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY Workers' Statutory Limits X Compensation Bodily Injury by Accident/Bodily Injury by Disease, Policy Limits/Bodily Injury by Disease each employee WC1 Employers Liability $100,000/$500,000/$100,000 WC2 Employers Liability $500,000/$500,000/$500,000 WC3 Employers Liability $1,000,000/$1,000,000/$1,000,000 US Longshoremen & WCUSLH Harbor Workers Act $1,000,000 WCJA Federal Jones Act $1,000,000 GENERAL LIABILITY As a minimum, the required general liability coverages will include: • Premise Operation • Products and Completed Operations • Blanket Contractual • Personal Injury Required Limits: GL1 $300,000Combined Single Limit GI-2 $500,000Combined Single Limit GL3 $1,000,000 Combined Single Limit GI-4 $2,000,OOO Combined Single Limit GI-5 $3,000,OOO Combined Single Limit GI-6 $4,000,OOO Combined Single Limit GI-7 $5,000,OOO Combined Single Limit Required Endorsements: GLLIQ Liquor Liability GLS Security Services All endorsements are required to have the same limits as the basic policy. BUSINESS AUTOMOBILE LIABILITY As a minimum, coverage should extend to liability for: • Owned; Non-Owned and Hired Vehicles Required Limits: $50,000 per Person:$100,000 per Occurrence $25,000 Property Damage Or $100,000 Combined Single Limit (The use of VLI should be limited to special projects that involve other governmental entities or "Not for Profit"organizations. Risk Management VLI must approve the use of this form). $200,000 per Person; $300,000 per Occurrence $200,000 Property Damage or VL2 $300,000 Combined Single Limit $500,000 per Person; $1,000,000 per Occurrence $100,000 Property Damage or VL3 $1,000,000 Combined Single Limit VL4 $5,000,000 Combined Single Limit Miscellaneous Coverages Limits equal to the Full Replacement Value of the completed BR1 Builders Risk project. CLI Cyber Liability $1,000,000 Limits equal to the maximum value of any one MVC Motor Truck Cargo shipment PRO Professional Liability $300,000 per Occurrence/$ 500,000 Agg. PRO2 $500,000 per Occurrence/$1,000,000 Agg. PRO3 $1,000,000 per Occurrence$2,000,000 Agg. POL1 Pollution Liability $ 500,000 per Occurrence/,$(,000,000 Agg. POL2 $1,000,000 per Occurrence/$2,000,000 Agg. POL3 $3,000,000 per Occurrence/$6,000,OOOAgg. POL4 $5,000,000 per Occurrence/$10,000,000 Agg. EDt Employee Dishonesty $ 10,000 ED2 $100,000 GK1 Garage Keepers $ 300,000 ($25,000 per Vehicle) GK2 $ 500,000 ($100,000 per Vehicle) GK3 $1,000,000 ($250,000 per Vehicle) MED1 Medial Professional $300,000/$750,000 Agg. MED2 $500,000/$1,000,000 Agg. MED3 $1,000,000/$3,000,000 Agg. MED4 $5,000,000/$10,000,000 Agg. IF Installation Floater Maximus value of Equipment Installed VLP1 Hazardous Cargo Transporter $300,000 (Requires MCS-90) VLP2 $500,000 (Requires MCS-90) VLP3 $1,000,000 (Requires MCS-90) Maximum Value of County Property that will be BILL Bailee Liab. in the Bailee's possession HKL1 Hanger Keepers Liability $300,000 H KL2 $500,000 H KL3 $1,000,000 H KL4 $5,000,000 AIR1 Aircraft Liability $1,000,000 AIR2 $5,000,000 AIR3 $50,000,000 AEO1 Architects Errors &Omissions $250,000 per Occurrence/$500,000 Agg AE02 $500,000 per Occurrence/$1,000,000 Agg AE03 $1,000,000 per Occurrence/$3,000,000 Agg. AE04 $300,000,000 per Occurrence/$5,000,000 Agg. ARP All Risk Property Full Replacement Value of Structure EOJ Engineers Errors &Omissions $250,000 per Occurrence/$500,000 Agg. E02 $500,000 per Occurrence$1,000,000 Agg. E03 $ 1,000,000 per Occurrence,$2,000,000 Agg. E04 $ 5,000,000 per Occurrence$10,000,000 Agg. WL1 Water Craft Liability $500,000 per Occurrence WI-2 $1,000,000 per Occurrence INISI, 6t.A.N l- Ia Aiv' 'S S"d`A.Ti',Mu»NT t have reviewed the above with the kaWe'r named below.The @rnflagwing deduefibles aagapudy it)tiaearYtresparr¢idmg, lartlicy+ Policy Deductibles i_i.abihw lYualoiav AN �� a:ergm reA'rc [2t,'sims'Maade y � w tl g, Jg" i�✓C. 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