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09/21/2022 Agreement
GV�S COURTq c o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: October 7, 2022 TO: Arnrnie Machan, Administrative Assistant Tourist Development Council FROM: Liz Yongue, Deputy Clerk SUBJECT: August 17th BOCC Meeting The following items has been executed and added to the record: D2 Approval of an Agreement with Stuart Newman,Associates, Inc. to provide public relations agency seances which promote tourism. Should you have any questions please feel free to contact me at (305) 292-3550. cc: County Attorney_ Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 AGREEMENT THIS AGREEMENT(Agreement), made and entered into this 17th day of August , 2022, A.D., by and between Monroe County, Florida, (hereinafter called the County), and Stuart Newman, Associates, Inc. (hereinafter called the Contractor). WITNESSETH: WHEREAS, Contractor is uniquely qualified to provide professional public relations agency services which promotes tourism, and WHEREAS, the County issued a Request for Qualifications for professional public relations agency services; and WHEREAS, the TDC, an advisory board to the County's Board of County Commissioners (BOCC) has selected Contractor and has recommended to County that a new Agreement for public relations agency services be entered into with Contractor, and WHEREAS, County desires to enter into this Agreement for public relations services with the Contractor; NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: 1. Term: The term of this Agreement is for a period of three(3)years beginning October 1, 2022 and expiring on September 30,2025, The County and Contractor shall have an option to extend the Agreement for one additional two (2)year period. 2. Scope of Services: The Contractor will serve as the full-service public relations agency for the Monroe County TDC and County. The Contractor and the public relations programs are subject to review by the Monroe County TDC. A. Key Personnel: This Agreement is a professional service Agreement with expectation that principal personnel performing the services are those personnel listed. Notice of any change in personnel shall be sent to the TDC for approval. The principals assigned are the following. 1) Andrew A. Newman, President and Account Supervisor 2) Buck Banks, Senior Vice President and Copy Editor/Online Media Director/Strategic Director 3) Carol Shaughnessy, Senior Account Executive Contractor shall have a successor plan for the Key Personnel of President and Senior Vice President of the agency. The successor plan shall include who may take over the obligations and duties of the former TDC's Key Principal in the event of incapacitated illness, death or other circumstances that render the Key Principal unable to perform their duties and obligations under this agreement. The Contractor shall provide their successor plan to the TDC Public Relations Agreement FY 2023 ID 2768 1 administrative office within 30 days of approval of this agreement by the County. The Contractor shall amend said successor plan,as needed,to ensure it remains current. In the event that the TDC does not approve the Key Personnel, the County may terminate the Agreement in accordance with section 18. ADDITIONAL MINIMUM STAFF PERSONNEL ASSIGNED: 1) Account Executive 2) Media Manager 3) Account Support 4) Finance/Account/Clerical Support In addition, the agency will sub-contract with Keys-based individuals to provide for an Upper Keys/Middle Keys stringer; Lower Keys/Key West stringer, and an LGBTQ+market stringer to be funded from the public relations expense budget. B. The Senior Account Supervisor and/or account executive shall meet with the Monroe County TDC at all regularly scheduled meetings of the TDC and Advisory Committees, and at any other times as directed by the TDC. C. Contractor agrees to assign a Public Relations Senior 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 Senior Account Supervisor will include contact as required with the Chairperson or Vice Chairperson of the TDC, Marketing Director or other designee, interfacing with other agencies of record such as Advertising and Website provider as directed by the TDC relating to the development of an effective marketing program for the Florida Keys. Either the account supervisor, account executive or district stringer will consult with TDC Advisory Committees within the Keys. D. Provide staff services to manage communications to develop awareness,promote favorable image and goodwill for the Florida Keys tourism product. E. Provide the development of favorable national and international publicity for the Florida Keys tourism product. F. Provide the establishment and maintenance of contacts with print, internet and broadcast media including bloggers and social media influencers. G. Provide the preparation of digital media kits and an online newsroom. Ft. Coordinate development and distribution of news materials for trade and consumer media. 1. Develop and coordinate media familiarization tours for the Florida Keys, and assist media including travel bloggers and social media influencers as needed Public Relations Agreement FY 2023 ID 2768 2 during individual visits. In addition, develop and coordinate itineraries for broadcast crews and provide onsite support as needed. J. Work with media personnel to gather information for their reports. K. Develop the public relations section of the TDC's annual marketing plan establishing objectives and measurable goals while interfacing with programs produced by the advertising agency and sales department. L. Provide representation of TDC at selected trade shows, sales/media missions, FAM tours, media workshops, and journalist conferences. M. Provide at least one representative to attend TDC meetings; District Advisory Committee (five individual DACs); cultural, diving, fishing and Key West Business Guild meetings. N. Provide periodic written and/or oral reports on public relations activities to the TDC and District Advisory Committees. 4. Provide the establishment and management of Agreements with sub- agencies for international, specialty or other public relation markets and/or programs. P. Prepare for and respond to emergency crisis situations that affect tourism and provide a crisis communications program when needed, working in conjunction with Keys Emergency Management and other local, state and federal entities as appropriate. Q. Coordinate crisis communications training for selected Keys tourism officials. R. Interface with County officials and other local municipalities to consult with and provide communications assistance to deal with issues that relate to tourism. S. Provide media training for TDC staff and/or TDC Board members as deemed appropriate. T. Provide content support for TDC web site and social media channels. U. Provide publicity before, during, and after selected special events. V. Provide assistance to the Florida Keys Film Commission. W. Maintain appropriate records of print clippings, internet, and broadcast coverage. X. Provide development and maintenance of video and still image libraries. Public Relations Agreement FY 2023 ID 2768 3 Y. Provide a measurability process to evaluate the public relations programs. Z. Provide implementation of such services as outlined within the objectives, goals, and strategies of the annual marketing plan. AA. Perform such other public relations activities as required by the TDC. 3. Compensation: Compensation shall be paid for fees and reimbursement expenses, subject to availability of Tourist Development Tax Funds. Monroe County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Monroe County Board of County Commissioners. A. Agency Fees: The Contractor shall be compensated for the performance of all public relations staffed services outlined within the Scope of Services as defined by this Agreement and the approved fiscal year Marketing Plan for an annual agency administration fee of$733,688.00. The Contractor shall submit to the TDC monthly billings in arrears for one-twelfth (1112) of the annual agency fee. The Contractor shall have all fees placed on invoices that have the proper approved purchase order account number and follow County requirements for payment. Following the third year, the County has an option to extend this Agreement for an additional two (2) year period under the same conditions subject to negotiation of monetary terms (under Agreement negotiations this may be subject to monetary terms, irpon 90 daysprior vi�ritten notice ofthe Agreement extension to Contractor). B. Reimbursement Expenses: All reimbursable expenditures paid by the County shall be subject to the annual public relations expense budget approved by the TDC and County. The Firm shall have all expenses placed on invoices that have the proper approved purchase order account number, have been paid for by the agency to the vendor before being submitted for reimbursement with product or services delivered, and follow other County requirements for payment. The Contractor will be reimbursed at cost for all actual expenses incurred for contracted staff, media materials, postage, shipping, clipping services, special event support, research, website maintenance, promotional items, seminars or show registrations, sub-agency Agreements, entertainment of media, broadcast support, photography, broadcast production, other video and audio projects, travel expenses and all other projects or production materials that are necessary for the fulfillment of this Agreement and have been approved in advance by the TDC Fiscal Year Marketing Plan or budget according to Monroe County Procurement Policies. The Contractor's telecommunication services are included in their professional fees with the exception of Zoom and other virtual conference programs. C. The Contractor may provide Public Relation Services and expense-related purchases above and beyond its normal requirements as defined by this Public Relations Agreement FY 2023 ID 2768 4 Agreement and the approved Fiscal Year Marketing Plan,for TDC funded special events, as approved by the TDC Director in advance. D. The Contractor shall provide the establishment and management of Agreements with sub-agencies for international, specialty or other public relation markets and/or programs. E. Reimbursable expenditures shall be invoiced and billed to the County for payment on a monthly basis. The County shall be responsible for payment of all authorized fees and costs due the Contractor according to the Florida Local Government Prompt Payment Act (Florida Statute: 218.70 through 218.77). Reimbursable expense and invoices shall include supporting documentation acceptable to the Monroe County Clerk of Court and Comptroller (Clerk). Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules, and regulations as may govern the Clerk's disbursal of funds. F. The Contractor is required to have pre-approval on all other projects and material by the TDC Director, TDC Chairperson or TDC according to TDC and Monroe County Procurement Policies. 4. Contractor's Acceptance of Conditions: The Contractor has carefully examined the Scope of Services and assumes fiill responsibility to complete the Scope of Services.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,immediately after Notice to Correct a default,shall entitle the County, if it sees fit, to correct the same and recover the reasonable cost of such replacement and/or repair from the Contractor, who in any event shall be jointly and severely liable to the County for all damage, loss and expense caused to the County by reason of the Contractor's breach of this Agreement and/or his failure to comply strictly and in all things with this Agreement and with the specifications. C. The Contractor agrees that the TDC may designate representatives to visit the Contractor's facility(ies) periodically to conduct random open file evaluations during the Contractor's normal business hours. Public Relations Agreement FY 2023 ID 2768 5 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. Public Relations Agency of Record: Contractor shall act as the agency of record of the County/TDC for all tourism based public relations services, and for the performance of related or special services as requested by the TDC. 6. Exclusive Representation: 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. 7. Contractor's Financial Records and Ri hg t to Audit: Contractor shall maintain all books, records and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to the Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03, Florida Statute, running from the date the monies were paid to Contractor. Right to Audit Availability of Records. The records of the parties to this Agreement relating to the Scope of Services/Project, 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 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 Monroe County Office of the Clerk of Court and Comptroller (hereinafter referred to as "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 contractors 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 Public Relations Agreement FY 2023 ID 2768 6 conduct an audit of Records, assets, and activities relating to this Scope of Services/Project. If any auditor employed by the Monroe 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) Veep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records, provide the County with a copy of the 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 Public Relations Agreement FY 2023 ID 2768 7 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 sectionl 19.10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY AT PHONE# 305--292-3470 BRADLEY- BRIAN MONROECOUNTY-FL.GOV MONROE COUNTY ATTORNEY'S OFFICE, 1111 12TH 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 Monroe County) and any other losses, damages and expenses (including attorney's fees) which arise out of, in connection with, or by reason of services provided by the Contractor or any of its subcontractors in any tier, occasioned by the negligence, errors or other wrongful act of omission of the Contractor or its subcontractors in any tier,their employees or agents. 10. Independent Contractor: At 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 Public Relations Agreement FY 2023 rD 2768 8 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 VIII 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 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 assigm-nent 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. Public Relations Agreement FY 2023 ID 2768 9 Upon execution of this Agreement, and thereafter as changes may require,the Contractor shall notify the County of any financial interest it may have in any and all programs in Monroe County which the Contractor sponsors, endorses, recommends, 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 malting 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. 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: Andrew A. Newman, President Stuart Newman, Associates, Inc. 2140 S. Dixie Hwy Suite 209 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 Public Relations Agreement FY 2023 1D 2768 10 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/Consultant 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/Consultant written notice and an opportunity to demonstrate the agency'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. 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/Consultant 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/Consultant written notice and an opportunity to demonstrate the agency'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 Public Relations Agreement FY 2023 ID 2768 I1 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. Attoorney's Fees and Costs. The County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative and out-of- pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the 1611 Judicial 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. Public Relations Agreement FY 2023 ID 2768 12 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 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 there,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 Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. Public Relations Agreement FY 2023 ID 2768 13 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 Cotmty BOCC, its 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: $500,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease $500,000 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- V 1, 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: Public Relations Agreement FY 2023 ID 2768 14 * 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. 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: $1,000,000 per Occurrence/$2,000,000 Aggregate. D. Recognizing that the work governed by this contract requires the use of vehicles, the Contractor, prior to the commencement of work, shall obtain Business Automobile Liability Insurance. Coverage will be maintained throughout the life of the contract and include, as a minimum, liability coverage for: Owned,Non-Owned and Hired Vehicles The minimum limits acceptable is: $300,000 Combined Single Limit (CSL) If split limits are provided,the minimum limits acceptable are: Public Relations Agreement FY 2023 ID 2768 15 $200,000 per Person $300,000 per Occurrence $200,000 Property Damage The Monroe County Board of County Commissioners will be named as Additional Insured on all policies, except for worker's compensation and Professional Liability/Employers Liability, 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/Project; (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/Project; (d) government order or law in the geographic area of the Scope of Services/Project; (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/Project;(each, a "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 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 frill performance under this Agreement. The County will not pay additional cost as a result of an Uncontrollable Circumstance. 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 Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract terra. 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. Public Relations Agreement FY 2023 ID 2768 16 33. Force Majeure: The Contractor shall not be liable for delay in performance or failure to perform,in whole or in part,the services due to the occurrence of any contingency,beyond its control or other acts of God, Contractor has exercised reasonable care in the prevention or mitigation of damages and delay,any such delay or failure shall not constitute a breach of the agreement. Upon demand of TDC or County, the Contractor must furnish evidence of the causes of such delay or failure. IN WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed the and year first above written. t (0 Board of County Commissioners • `,G P1 t7 M' Madok, Clerk of Monroe County O . ) 4 /1 AS .aid r`°""SO.' Ma or/Ch an As De Duty Cle 6. y MONROE COUNTY ATTORNEY � PPPPROpVyE�D AS TO FORRMp�:� jda r�EYhre0rf 1—I`rnQ I CHRISTINE LIMBERT-BARROWS (To be filled out by Contractor) ASSISTANT COUNTY ATTORNEY DATE: 5/73/27 (Organization) President Andrew A.Newman May 22,2022 Print Name Date =`.'' — "�' AND TWO WITNESSES c ` c • (1) (2) al4AU.44,6.-- (1) Sandy Campbell (2) Ashley Serrate Print Name Print Name Date: May 23,2022 Date: May 23,2022 Public Relations Agreement FY 2023 ID 2768 17 NewmanPR complies with all insurance requirements as set forth in the insurance checklist for vendors submitting proposals or bids for work in this request for competitive solicitation. Signed insurance agent's statements follow on this and the next page. INSURANCE AGENT'S STATEMENT I have reviewed the above requirements with the bidder named below.The following deductibles apply to the corresponding policy. Policy Deductibles Comm.General Liability B2095578447 No deductible Auto Liability B2095578447 No deductible Umbrella Liability B2095578481 $10,000 Retention Workers' Comp. WC173755949 No deductible Professional Liability ESK0333468381 $2,500 Liability policies are X❑occurrence ❑Claims Made Risk Strategies Company(All other) Insurance Agency Signature BIDDERS STATEMENT I understand the insurance that will be mandatory if awarded the contract and will comply in full with all the requirements. Andrew A.Newman,President Bidder's Name and Title Signature Company Name: Stuart Newman,Associates, Inc. 54 Competitive Solicitation for Professional Public Relations Agency Services-2022 INSURANCE AGENT'S STATEMENT I have reviewed the above requirements with the bidder named below.The following deductibles apply to the corresponding policy. Policy Deductibles Professional Liability ESK0333468381 $2,500 Liability policies are ❑Occurrence [J Claims Made Seeman Holtz(Professional Liability) x/,�/ Insurance Agency Sign re BIDDERS STATEMENT I understand the insurance that will be mandatory if awarded the contract and will comply in full with all the requirements. Andrew A.Newman,President Bidder's Name and Title Signature Company Name: Stuart Newman,Associates,Inc. T 54 Competitive Solicitation for Professional Public Relations Agency Services-2022 A�D 9/21/2022® CERTIFICATE OF LIABILITY INSURANCE DATE /DD22 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND,EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER NAME: RSC Insurance Brokerage, Inc. lac NNo Ext: (305)446-2271 A/c,No: 3350 S Dixie Hwy E-MAIL DD RIEss:MIA-CERTIFICATES@RISK-STRATEGIES.COM INSURER(S) AFFORDING COVERAGE NAIC# Miami FL 33133 INSURERA:Continental Casualty Co 20443 INSURED INSURER B:Transportation Insurance Co 20494 Stuart Newman Associates Inc INSURERC: 2140 S. Dixie Highway #203 INSURER D: INSURER E: Miami FL 33133 INSURER F: COVERAGES CERTIFICATE NUMBER:CL2221157742 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DDNYYY MM/DDNYYY X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A CLAIMS-MADE ❑OCCUR DAMAGE TO RENTED 1,000,000 PREMISES Ea occurrence $ X B2095578447 11/10/2021 11/10/2022 MED EXP(Any one person) $ 10,000 PERSONAL &ADV INJURY $ 1,000,000 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 2,000,000 X JECT LOC PRODUCTS-COMP/OPAGG $POLICY ❑ PRO 2,000,000 OTHER: EPLI/FIDUCIARY $ 1,000,000 AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident A X ANYAUTO B2095578447 11/10/2021 11/10/2022 BODILY INJURY(Per person) $ ALL OWNED SCHEDULED X BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE X HIRED AUTOS M AUTOS Per accident) $ X UMBRELLA LAB OCCUR EACH OCCURRENCE $ 1,000,000 A EXCESS LAB CLAIMS-MADE AGGREGATE $ 1,000,000 DED X RETENTION $ 10,000 B2095578481 11/10/2021 11/10/2022 $ WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 100,000 OFFICER/MEMBER EXCLUDED? N/A B (Mandatory in NH) WC173755949 2/14/2022 2/14/2023 E.L.DISEASE-EA EMPLOYEE $ 100,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 500,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) The Certificate Holder is Additional Insured with respects to General Liability and Automobile Liability. APPROVED BY RISK MANAGEMENT DATE 9/21/2022 WAIVER N/A YES CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County BOCC THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN 1100 Simonton St ACCORDANCE WITH THE POLICY PROVISIONS. Key West, FL 33040 AUTHORIZED REPRESENTATIVE ,a R Ins. Brokerage/ALRL � - t°"" 4 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025(201401) STUANEW-01 YFORTE ACORO"° CERTIFICATE OF LIABILITY INSURANCE DATE(M/202YYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License#L094577 CONTACT Jason Weinberg Seeman Holtz Property&Casualty,LLC PHONE FAX 301 Yamato Road#2250 (A/C,No,Ext): (561)451-1900 3406 (A/C,No): Boca Raton,FL 33431 E-MAIL JWEINBERG@SEEMANHOLTZPC.COM INSURERS AFFORDING COVERAGE NAIC# INSURERA:Lloyds Of London INSURED INSURER B: Stuart Newman Associates Inc DBA NewmanPR INSURER 7 2140 S.Dixie Hwy Ste 203 INSURER D: Miami,FL 33133 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MMIDD/YYYY MMIDD/YYYY A COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE OCCUR ESK0333468381 10/1/2021 10/1/2022 DAMAGE TO RENTED X PREMISES Ea occurrence $ X Errors&Omissions MED EXP(Any oneperson) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY JJECT LOC PRODUCTS-COMP/OPAGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Monroe County BOCC is named as Additional Insured with respects to Professional Liability when required by written contract or agreement,subject to policy terms and conditions. APPROVED BY RISK MANAGEMENT DATE 9/21/2022 WAIVER N/A YES CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Monroe County BOCC THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ty ACCORDANCE WITH THE POLICY PROVISIONS. 1100 Simonton St. Key West,FL 33040 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD