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1st Amendment 12/19/1990 CGTIIRACT REVISION WHEREAS, Tinsley Advertising Inc. and Monroe County Board of County Commissioners entered into a contract on A 3a`, 1990, and WHEREAS, that contract in Paragraph 3 a - Fee Structure: G21n1,ni—CEL2Z—rani st,.itcl] that the agency will bill all gross media, billings, which include a 15% commission to the firm at n one half (1 .5) percent discount, and WHEREAS, this was a scrivener's error; it shculd be one and one half (1.5) percent discount, and NOW, THEREFORE, in consideration for the mutual promises contained herein do agree to the following changes: Paragraph 3a- Fee Structure Generic Pro&:Eam. the agoncy will. bill all gross media, billings which include .9 157 commission, to the firm at a one and one half (1.5) percent discount and all net media at cost plus thirteen and one half (13.5) percent and all collateral material will be charged at cost plus thirteen and one half (13.5) percent. This will include all generic, district campaigns and event activities. The rest of the contract l-('TWqins In full force and effect. IN WITNE'S WHEREOF, the parties have caused this inqtrnrrnt to be executed and seals impressed in their names by their proper Officials. (SEAL) Attest: DANNY I- Y-01AIACTF5, Clerk MONROE COMUY, FLORIDA ��lfddL.fd• � atZ v�� r - By Deput (Corporate Seal) TINSLEY ADVFV'I'ISlVG, Attest: ci I'S 1 V �—e —re ta —y Iresi I'A' rcL Z ISSUE DATE(MM/DD/YY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS ELL I OTT ,MCK I EVER, do STOWE NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW 2828 W. Flagler Street Miami , FL 33135 CONVANIES AFFORDING COVERAGE 305-642-7170 LETTER A CODE BODE LETTER CASUALTY COMPANY COMPANY INSVM LETTER B Sandra C. Tinsley COMPANYC Marketing Inc Etal LETTER 2660 Br i cke l l Avenue COMPA Miami Nv LETTER D FL 33129 COMPANYLETTER E 8 : 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 CLAMS. CO L TYPEOF INSURANCE POLICY NUMBER POLICY E►FECTNE POLICYEXPIRATW ALL LIMITS INTHOUSANDS DATE(MM/DD/VV) DATE(MM/Dp/VV) QENCRALLIABLITY GENERAL AGGREGATE = 2000 A X COMMERCIAL GENERAL LIABILITY EPA08395098 1/16/91 1/16/92 PRODUCTS-COMP/CPS AGGREGATE S CLAIMS MADE a GCCUR. PERSONAL L ADVERTISING INJURY S OWNERS L CONTRACTOR'S PROT EACH OCCURRENCE S 1000 FIRE DAMAGE (Any one lire) S 50 MEDICAL EXPENSE(Ary one person)l S 5 AUTOMOBILE LIABILITY WMtJINLU SINGLE S ANY AUTO LIMIT ALL OWNED AUTOS INJURY S SCHEDULED AUTOS (Par person) HIRED AUTOS INJURY S NON-OWNED AUTOS (Per aocideM GARAGE LIABILITY PROPERTY DAMAGE _ EXCESS L LAB LRY OCCIPPE NCE OTHER THAN UMBRELLA FORA WORKER'S COMPENSATION STATUTORY AND __ (EACH ACCIDENT) S (DISEASE-POI.ICV LI MI T) EMPLOYERS'L IABLITY S (DISEASE-EACH EMPLOYEE) OTHER A CPP/SPECIAL FORM EPA08395098 1/16/91 1/16/92 X BUILDING do CTS. DESCRIPTION OF OPERATKMVLOCATK)WVEHICLESAESTRICTK)WWECIAL ITEMS NAMED INSURED: Sandra C. Tinsley, Sandra Tinsley, Inc, do Tinsley's Yellow Pages , Inc . OERTIOAT HCLO�>. . SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE ......EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO Board of County Comm i s s i one rs MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE Of Monroe County LEFT,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR 416 Fleming St . LIABILITY OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES Key West , FL. 33040 AUTHORQEDREPRESEMTATNE j 0281 9200 0 ACGtRb 26-9'�' �9��. aktscrOat�cy > r � SET TAA AN"AT AA I� 09RT101111PATE INSURANCE IM�„TLIM;N N.?ATC NM,AaN.ICP�w"'k I 9'wr NM p �����FsTGM.,CTN 1HI CCMTNNFICAATC I' N LNCTM A S AA MA IIFNA Or IINFORMAMATTONI CINIp..Y AND CCMNM`rRS Ell cKiev 'r" M ,t , Inc.I nC« NO RIGHTS UPON THE CEITTWWAIE HOLDER.THIS n $FICAJ DOES NOT AMEND, 2828 W. FI gll r St., CTMNCP40 On AWLIFP THE CMTMAFNTAAOF A4Ff'011i7CNT BY THE POLICIES TTCLO W. Miami , FL. 33135 (305) 642-7170 COMPANIES AFFORDING COVERAGE r4 tiN,TmT19 SEABOARD, SURETY C OM PAN Y @ 3MAM�f P d V8 M SW,CM Tinsley n l ing & Marketing,, Inc. n U 1pwA1•ATd1M 2660, Bra k 1 I Avenue FTTN,FI C Miami , L. 31 � ' aN "ttFMI COMPANY t aIMr4N�AN1"F° 9�T.N'TF THIS IS,TO CCMATNIFY TMMAAT POLICIES OF INSURANCE LINTANNC'E LISTED BELOW HAVE NYCCTN I ;ANMCCTTCT THIS IN LMMAECI NAMED ABOVE FTMNT TMIC POLICY PE MIN"TNTINNTTTCANTCMT, NOTWITHSTANDING ANY MMC+C UINACNWNCN"T, TEAM On CONDITION CTIF ANY CONTPIACT On OTHEn DOCUMENT'4h"NMMM RESPECT TO WHICH 9411S CERTIFICATEMAY BE ISSUED ICTM OR MAY PERTAIN, THE INSURANCE AAFFOJIDED BY THE OLIC'IFN oescmar-6 HEREIN IS,SUBJECT T TO ALL THE TERMS,EXCLUSIONS,Nk'MM'D CCMNW.. TIONS OF SUCH POLICIES, I err"¢ ur MY M r r IPSVIe rrYP k CAC9NINN tiMABN"w IN THOUSANDS C( N ww M 9Mr hdawalLN9 T f C N A9N 9N A NIU N INN NI N N w ,vrruvwn awr tv a �wuw�m�mw U M,ns s� J r vw GENERAL LIABILITY NN,RNMICN"IIRN„"d:VIF Y"N1" Mut lad&Jwa'" PAP, M*F 0r-r"9'ATINIOW 9'rlMu) I,IaNY NN�NaY"M11�YICIN,iNIN1 N'rawce���s k NY9Vr MNN T(i!HPN`I'' 0AZA#M) � N FNAM'rNATIN°i NA'9N,°A"N.NNPk� !N'N69AM Y"IIFNS M.NMINWTANAI Tr.NAN at ¢airIFSC,',T IwNM rPhI ,' TCTNT GONN9rVA,NN,9NfiF a'66d9rPA° 9N;N,41 I'a' CMNI"+"::yaNnl INN,MNUF'MY ,....m. AiA"T'CAIWIIQTMTIIMC LIABILITY ouP N"v R irv(rrON I M N. P tVOO M"I aA"C P U AY v IA ITTd tl GPM v a CNvY 'Nam, NA M'JA k i���I�A�41�I�N1 M�pr A r r ", �_ IfI11TdA AINVPy,+� p ,a ��. [4 Y"�PwCp�MY'al, I N o"aNdAu�"rN t UPaN96q r C"d' � � �9 ✓k A, ...�, 9 1 $ EXCESS LIA'N919TY u�,aPv v�rwl� �wrawirN,:� rIIN,w ��.. n. 'WaMCT119MM'NMS� rOM+MPEN AWTION paiU�tiF AND t }INP�fl C NNpal�ip t EMPLOYERS'LIAPILNTw �r PINNIIu M�MTI»9N"NM LIABILITY rioa 1 "^roC',;N�.iquPll�1,d`)f ✓a9°N�INPvhI+;,�9,A;�uIrP)p,rt'Mi�',lfNi°wi"t+M`P@IP.YI� n�""�oCN'F`VXMN I'CN.11'�r.x . _ .. _ . I T d of CIwity ICandssionersT'L NLNT ANY OF THE ABOVE OE`TCFINMNN"MT'POLICIES PC CANCELLED MMFN OnE TIIF EX. , tT bT T NTA County TIATN 0ANC THEnEOF. THE ISSUING COMPANY WILL FNDEAN'M'Ci'M To 1 CAT$WYNNTTFN NOTICE TO THE cnFIf ICATC HOLDER NAhNMEO,TTT THIF,16 Fl .md gad St. .CYAN"FANLNAMIETCN MaTAW NACNINCTNC"C,MIAkI..LNNM " "AENCT 4,NGAIIIONCNNI IAIILNTY K Via. NY !MNNN!C IPON THE COM 'N, ITS AGENTS OiR � a WES AM NTAI diipP 1%NYMAP9M NnP MNIA TNYI d A rw Pw 4�-P w„ r AGREEMENT THIS AGREEMENT is entered into this day of 1990, by and between Monroe County, a political subdivision of the State of Florida, hereinafter referred to as the "COUNTY" and Tinsley Advertising, Inc. a Florida corporation, hereinafter referred to as the "FIRM". NOW, THEREFORE, for and in consideration of the mutual convenants hereinafter contained, the parties agree as follows: TERM: The term of this Agreement is for a period of thirty-six (36) months commencing October 1, 1990, and terminating September 30, 1993 subject to Section 8 herein. I. SCOPE OF SERVICES: The FIRM will provide the following: A. Develop, recommend, and implement an annual marketing plan for the most effective advertising and promotional program, with strategies especially directed toward: 1. Consumers including and not limited to the State of Florida, the United States, Canada, and the United Kingdom. 2. The travel industry, including travel agents, tour and vacation packagers, including, but not limited to, the United States, Canada, the United Kingdom, and West Germany. 3. Convention and meeting planners. 4. Other population or business segments that will yield the greatest return to Monroe County tourism for advertising dollars expended. H. Create, design, update and produce a program of advertisements to most effectively appeal and target tourists to visit and revisit Monroe County. C. Analyze, develop, and purchase the most efficient and productive media, including, but not limited to, newspapers, magazine, and broadcast. 1 D. Provide and produce the necessary materials for placing advertisements and the production of brochures and related sales materials. E. Develop and coordinate vacation contests sponsored by radio, TV, publications, airlines, attractions, and local hotels to strengthen the Monroe County identity and further support total advertising and publicity activities. F. Develop and coordinate district advertising efforts to enhance the over-all generic campaign while emphasizing district features. G. On-going analysis of data from outside research services to which the firm subscribes, including, but not limited to the following: Mediamark Research Inc., Simmons, Monroe Mendelsohn, Leading National Advertisers, Publishers Information Bureau, Broadcast Advertisers Report, Arbiton, and Neilson. Custom research as approved by the TDC will be billable at agency's cost plus thirteen and one half (13.5) percent. 2. DETAIL OF AGENCY SERVICES: KEY PERSONNEL: This contract is a personal services contract with personnel so listed. Notice of any change in personnel shall be sent to the Board of County Commissioners and the Tourist Development Council. The principals assigned are the following: 1) Sandra Tinsley, Chairman of the Board 2) Jim Flanagan, President. MINIMUM STAFF PERSONNEL ASSIGNED: 1) Account Manager 2) Account Supervisor 3) Account Executive and additional staff within the normal agency services will be assigned as required. a) Meet with the Monroe County Tourist Development Council ("COUNCIL") at all regularly scheduled meetings of the COUNCIL and at any other times as directed by the COUNCIL. 2 b) The FIRM agrees to assign an Advertising Account Supervisor who will devote such time and effort as necessary to the account on a priority basis, including full time when required. Duties of the Account Supervisor will include contact as required with the Chairman or Vice- Chairman of the COUNCIL: the Chairman of the Advertising committee or other designee. Other duties include regular visits to major tourism centers throughout Monroe County: consultations with COUNCIL Advisory Committees from the five districts and/or Chambers of Commerce within the Keys as directed by the COUNCIL: participation in, and coordination of, media planning, coordination of production and traffic activities within the FIRM, coordination within the FIRM, coordination liaison with Mail Fulfillment Services on behalf of COUNCIL, and liaison with private sector resorts, attractions and other tourism related fields in Monroe County, as it relates to the development of an effective advertising program for the Florida Keys. c) The FIRM agrees that time is of the essence, and to provide on a timely basis copy and concepts: supervision of tangible materials for media and collateral production, including: radio and television, print, outdoor, direct mail, etc. : traffic and billing of media and collateral production materials. d) Employment of FIRM's knowledge of available media and media research, and normal use of outside media research services to which the FIRM subscribes for the purpose of planning media advertising programs. e) Counsel in the use of special media, marketing, product and consumer research as may be advisable. f) Formulation and recommendation of plans as defined within the Scope of Services. g) Ordering 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. 3 h) Negotiation of special talent fees, with COUNCIL approval: and supervision of talent payments in accordance with trade agreements. 3. FEE STRUCTURE: GENERIC PROGRAM: (a) The agency will bill all gross media, billings which include a 15 % commission, to the firm at a one half (1. 5) percent discount and all net media at cost plus thirteen and one half (13.5) percent and all collateral material will be charged at cost plus thirteen and one half (13. 5) percent. This will include all generic, district campaigns, umbrella campaigns and event activities. (b) Co-op advertising shall be defined as any advertising dollars, tangible or intangible inkind services that would normally be paid for by the TDC under this contract. Cooperative advertising would include, but not be limited to the following: 1) Corporate sponsorship of events supported by TDC funds 2) Airline cooperative advertising, and 3) Shipping of brochures to Europe by an airline. The agency will be paid a percentage based on the following scale: Up to $100,000 - 10% of co-op Up to $150,000 - 12% of co-op Up to $250,000 - 14% of co-op Up to $500,000 - 16% of co-op Up to $800,000 - 18% of co-op UP to $1,000,000 - 20% of co-op To be eligible for a co-op payment the co-op vendor must give a certified itemized statement of the value of the co-op advertising. (c) All creative staff time for generic, district, umbrella and event campaigns (Creative Director, Art Director copywriter, Broadcast Producer S Assistants), will be invoiced at prevailing agency rates. (See Exhibit A) 4 4) The FIRM will supply the COUNCIL with production estimates on F per job basis, which will include costs for all radio and television production, artwork, comprehensive, storyboards, still photo, photo editing, and mechanical assembly for media advertising. Additionally, the FIRM will provide services for non-commissionable media such as point-of-sale displays, direct mail, dealer materials, trade displays, brochures, sales meeting materials, etc. , on a project basis. FIRM agrees not to start any project on which the charges herein specified are involved, without estimating costs for preparation, including copy, layout, art, engraving, typography, paste-up and production costs, ant such estimates are subject to approval by COUNCIL in writing. The above includes costs of collateral material as well as production of advertisements, but does not include costs incurred in making schedules, promotions, plans, and those items for which no charge in normally made by FIRM. Similarly, COUNTY will not be liable for the payment of any bill for advertising media or production costs unless COUNCIL shall have given prior approval for such advertising or production. Whenever approval of the COUNTY is required pursuant to this Agreement, the approval of the Board of County Commissioners will be required. 5. REIMBURSABLE EXPENDITURES:- The COUNTY shall reimburse the FIRM for all approved expenditures and payments made on the COUNTY's account and in addition thereto shall pay the FIRM for its respective services. a) Invoices 1) All invoices submitted by the FIRM to the COUNCIL shall be marked as to which account it is properly chargeable. 2) Normal production costs for specific pre-approved jobs will be submitted for payment at one time upon completion. 3) No percentage will be added to FIRM charges for packaging, shipping, express mail, postage, telephone, telegraph, FAX and travel expenses for FIRM's personnel. 5 4) The FIRM's invoices and statements shall be due and payable within ten (10) days after submission with properly documented backup, referencing Resolution 397-1990 and as/or amended subject to availability of Tourist Development tax funds administered by the County. Media bills subject to an additional two (2) percent discount are to be paid by the County within ten (10) days of submission by the agency to take advantage of such discounts. MAJOR WORK: The FIRM agrees to render monthly invoices for completed portions of all major work in progress (i.e. television commercial production, audio visual aids, photo shoots, and brochures, etc. , copies of proof of performance at the following stages shall be submitted for approval: Print Production: 1) layout, design and mechanicals (typeset pasted in position) 2) printing or publication Television, Audio Visual or Photo Shoot: Progressive billing shall be based on prior approved estimates for same with costs and proper documentation accompanying said invoice. Invoice Reconciliation. Media coats will be billed after tearsheets are received with properly earned discounts credited to the COUNTY. The FIRM shall check, and audit the authenticity of all invoices from publishers for such advertising. The FIRM will reconcile all accounts, an¢ attach tearsheets as proof of proper insertion. FIRM will pay no media until it has, received proof of proper performance. COUNTY agrees to pay media and production invoices within the guidelines of the COUNTY's Finance Office upon previous approval by COUNCIL and COUNTY. 6 AGENCY EXPENSES: The Account Supervisor will represent the agency at TDC meetings with travel expenses on behalf of the business of the COUNCIL, shall b� by the rates established by Florida Law and County Administrative Orders. Any other representatives of the agency attending TDC meeting: must be approved by the Advertising Chairman or Administrative Director. 6. GENERAL PROVISIONS: a) Advertising Agency of Record: The FIRM shall act as the agency of record of the COUNTY/TDC Bed Tax funds for the preparation and placing of all of the latter's advertising, except as mutually agreed otherwise, and for the performance of related or special services as requested by the COUNCIL. b) COUNTY shall indemnify and hold FIRM harmless from any suits, claims, damages, costs, or expenses arising in connection with false, defamatory, or otherwise objectionable advertising material, including material which invades the privacy of individuals, which advertising material has been suggested, ordered, or approved by COUNCIL. FIRM agrees to indemnify and hold harmless against any claim of liability, losses and causes of action which may arise out of the fulfillment of the agreement. It agrees to pay all claims and losses and shall defend all suits filed due to the negligent acts, errors or omissions of its employees and/or agents, including related courts costs. c) Property Riahts: The COUNTY shall own and have all rights subject to Screen Actors Guild and American Federation of TV and Radio Artists regulations and talent contracts, to any and all layouts, copy, art work, films and other advertising materials which the FIRM prepared or purchased for the COUNTY's account pursuant to a program, campaign, or project which the COUNCIL has approved in writing, regardless of whether such material was published, displayed, broadcast, distributed or 7 otherwise presented prior to the termination of the Agreement, provided the COUNTY has paid for same in accordance with the provisions of this Agreement. Rejected concepts and layouts will not be charged to COUNTY. (Screen Actors Guild and American Federation of TV and Radio Artists contracts as provided to and maintained on file in the Administrative Office. ) 7. APPROVALS AND CHANGES: The COUNCIL shall have the sole and exclusive right to approve, modify, reject, or cancel any and all plans, proposals, submissions and other work in progress, in which the COUNCIL's directions shall be immediately implemented. However, nothing in this Agreement shall be construed as requiring the FIRM to violate any contractual commitments to media made on the COUNCIL's behalf. All contractual commitments to media require the COUNCIL's prior written approval. The COUNTY shall only be liable for charges approved in writing prior to the FIRM entering into such contractual commitment. 6. TERMINATION: RENEWAL: Either party shall have the right to cancel this Agreement at its sole discretion upon 120 days written notice to the other party. FIRM shall deliver to COUNTY all papers and other material related to the work performed under this contract upon termination thereof. 9. EXCLUSIVE REPRESENTATION: The FIRM agrees that it will not represent any private resort or attraction within Monroe County or any other municipal or County destination in Florida. 10. FIRM shall act at all times herein as independent contractor, and nothing contained herein shall be construed to create the relation of principal and agent or employer and employee, between COUNTY and FIRM. 11. DISCLOSURE OF FINANCIAL INTERESTS: The FIRM agrees to disclose within thirty (30) days of the execution of this Agreement any existing financial interest in the business of its suppliers or providers utilized in fulfillment of this Agreement, and shall disclose said interests as they may arise from time to time. 12. LAWS AND REGULATIONS: It shall be understood and agreed that any and all services, materials and equipment shall comply fully with all Local,State and Federal laws and regulations. a 13. TAXES: The COUNTY/TDC is exempt from Federal Excise and Stat+ of Florida Sales Tax. State Sales tax Use Certificate Number is 03000 210354. 14. FINANCIAL CHARGES: The COUNTY/TDC will not be responsible fo any finance charges. 15. RELATION OF COUNTY/TDC: It is the intent of the parties hereto that the successful firm shall be legally considered as an independent contractor and that neither he nor his employees shall, under any circumstances, be considered servants or agents of the COUNTY/TDC, and that the COUNTY/TDC shall be at no time legally responsible for any negligence on the part of said successful bidder, his servants or agents, resulting in either bodily or personal injury or property damage to any individual, firm or corporation. 16. DISCLOSURE: The proposer shall be required to list any or al potential conflicts of interest. The proposer shall disclose all actual or proposed conflicts of interest, financial or otherwise, direct or indirect, involving any client's interests which may conflic• with the interests of the COUNTY/TDC. 17. LIABILITY: The FIRM will not be held responsible for failure to complete contract due to causes beyond its control including, but not limited to, work stoppage, fires, civil disobedience, riots, rebellions, acts of God and similar occurrences making performance impossible or illegal. 18. ASSIGNMENT: The FIRM shall not assign, transfer, convey, sublet or otherwise dispose of this contract, or of any or all of its right, title or interest therein, or his or its power to execute such contract to any person, company or corporation without prior written consent of the COUNTY. 19. OWNERSHIP: All work performed under the contract shall be the property of the COUNTY/TDC, for whatever use and/or disposition the COUNTY/TDC may deem appropriate subject to SAG and AFTRA regulations and talent contracts. 20. INSURANCE: a) Premises and Operations Liability Insurance including Advertising and Professional Liability insurance. Insurance shall be obtained for premises and operations liability in amounts of not less than $1, 000,000 each 9 occurrence and annual aggregate. Advertising and Professional Liability shall be obtained for minimum limits of $1,000,000 each occurrence and $2,000,000 annual aggregate. E/O coverage of $1,000,000. Coverage shall be provided on a standard Insurance Services Office (ISO) Comprehensive General Liability Occurrence Form or alternatively on an ISO Commercial General Liability Occurrence Form or their equivalents. Coverage shall specifically include: bodily injury and property damage liability coverage for premises and operations: products and completed operations: and independent contractor's expenses. Coverage shall also be provided for: broad form blanket contractual liability covering this agreement or contract, personal injury liability and broad form property damage liability. b) Worker's Compensation Insurance: Statutory Worker's Compensation coverage including Employers Liability coverage with limits of not less than $100,000 per person, $500,000 per occurrence for accident and $500,000 per person and occurrence for disease. Coverage shall be provided to cover opera- tions in the state of Florida and the Voluntary Compen- sation shall be provided. Coverage for federally enacted benefits shall be proved where applicable. c) General Contract Terms: All insurance policies are required to name the Board of County Commissioners of Monroe County, Florida as Additional Insureds and provide a minimum of thirty (30) days notice in the event of termination, non-renewal or reduction in coverage. Insureds providing coverage(s) must be financially stable and authorized to do business in the state of Florida. Monroe County reserves the right to reject any insurer that it believes to be unacceptable. Waiver of any specific insurance limit, coverage or other term or condition will not waive the remaining requirements of this insurance section. 10 Failure to maintain required insurance coverages in effect will provide Monroe County, Florida with the option of terminating the contract upon ten (10) days written notice to the contractor. d) Certificates of Insurance: The Contractor agrees to furnish Monroe County, Florida with certificates of Insurance policies with sign contracts provided applicable for the full contract term and any extensions thereof as required above. Certificates expiring during the term of the contract shall be replaced with new certificates twenty (20) days prior to the expiration of the original certificates. Complete and certified copies of all insurance con- tracts shall be furnished to Monroe County, Florida if requested. 21. APPLICATION LAW VENUE: This Agreement shall be governed by and construed according to the laws of the State of Florida and all actions brought under or pursuant to this Agreement shall be brought ii a court of competent jurisdiction in Monroe County, Florida: provided, however, that the parties agree in writing to amend this section to provide for a binding determination through arbitration. 22. ENTIRE AGREEMENT: AMENDMENT: This writing embodies the entire Agreement and understanding between the parties hereto, and there are not other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. Any amendment to this Agreement shall be in writing recommended by the TDC and approved by the BOCC and signed by both parties. 23. ANTISOLICITATION: The FIRM warrants that it has not employed, retained or otherwise had act on its behalf any former Count, officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct froi the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer of employee. 11 24. SEVERABILITY: If any provision of this Agreement shall be held by a Court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the application of such provision other than those as to which it is invalid or unenforceable, shall not be affected thereby: and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in their names, and seals impressed heroin, by their proper officials, in Monroe and Dade Counties respectively, all as of the day and year first above written. (SEAL) MONROE COUNTY, FLORIDA Attest,DANNY L, KOIdiAGE, Clerk I�IaL BY CLE MAYORlCHA 'RMA SECRETARY PRESIDENT APPROVED AS TO FORA? APIP si rrloFNCY. ey �; VI EXH IB TT "A" This proposed Age=icy compensation package differs from that of prior years in the following manner. 1. All out-of-pocket expenses for media production and materials, and collateral production and printing were charged, per contract, at net cost plus 17.65% commissions, as opposed to a proposed net cost Plus 15% commissions. 2. All staff creative time has been invoiced in the past at an hourly rate, as follows: Concept & comprehensive layout $85.00 hr. Senior Copywriter 75.00 hr. Copywriter 60.00 hr. Senior Art Direction & Supervision 85.00 hr. Art Direction 70.00 hr. Broadcast Supervision 60.00 hr. Because the Agency strongly believes that the "Just Let Go" campaign has a shelf life of at least 2 or more years, any additional staff creative efforts for new ads, radio or television commercials, audio/ visual sales and marketing tools, etc. , will be at NO CHARGE. The proposed Agency compensation, as detailed in the preceding financial analysis of the proposed 1990/91 lvertising Budget will cover all Agency Staff Services as follows: Percent of Time Description Name/Title Dept. Allocated to Account of Staff Services Sandra C. Tinsley Sr. Mgmt. 20% Executive Supervision of Chairman Account tlanagement,Creatj Product,Media Strategy ar Accounting. James P. Flanagan Sr. Mgmt. 10% Executive Supervision of !, President Research & Marketing Strategy. Joseph Paige Account Services 80% Supervision of Primary ar Mgmt. Supervisor Secondary Research and Analysis, (in liason with the Agency President & V.P/Media) and Account Management of all Distri Advertising Campaigns. Tinsley Advertising Percent of Time Description Name/Title Dept. Allocated to Account of Staff Services, Jim Johnson Account Services 100% Account Management of Account Supervisor Generic Campaign.Respon- sible for total liason between client and agency for creative and media in put on generic campaign, and trade promotions.Alsc works in liason with Agency Management Super- vision and Account Ex- ecutive on District Campaigns and Event ad- vertising and promotion. Tracey Dubin Account Services 100% Client/Agency liason for Account Executive all input on Event Adver tising and Promotions. Responsible for super- vision of all events. Maureen Cooler Account Services 30% Assistant to Account Account Co-ordinator Supervisor, for internal co-ordination with Creative and Traffic Del Lauren Quintero Account Services 30% Secretarial services fo', Account Management Supe Secretary visor and Account Super visor, including typing of internal work orders for Creative, Media and Production Depts. , Clie Conference Reports, Age Agendas for TDC Meeting Memorandums to TDC Memt and TDC Administrative offices. Chris Robbie Media Department 15% Media and Market Resea; V.P/Media Director and Analysis,and Final Media Strategy. Laurie Nicolaus Media Department 35% Broadcast Planning,Neg Media Planner/Supervisor tiating, Tracking, and Rost-Buy Analysis. Cindy Hrutkay Media Department 20`/. Print Media Negotiatin Media Buyer Buying and Checking Tinsley Advertising Percent of Time Description Name/Title Dept. Allocated to Account of Slaff Services Robin Reineri Media Department 20% Responsible for broadcas� Media Assistant placement following the negotiation of same by Planner/Supervisor and expediting all insertion orders to the media and agency traffic 6 account ing depts. Nancy Paul Print Production 15% Supervision of all black Production Manager and white and 4/color print production, includ ing obtaining estimates for same for prior appro by Client.Liason between all print suppliers and creative and account service departments. Kathy Hirsh Traffic 20% Responsible for expediti Traffic Manager all creative work order= ' from start to finish,in- cluding shipping of the final product to meet al ' media deadlines.Liason with Account Service, Creative Dept. ,Media Del ' Production Dept. and Accounting. Sofie Davis Accounting 20% Supervisor of accounts Accounting Supervisor receivable and payable, and expediting quarterIN acct'g reports, per age, ' contract with Monroe County.Direct acct'g lip with Agency Chairman an( TDC Administrative offs, ' Paulina Hidalgo Accounting 20% Responsible for checkins Bookkeeper of all media invoices,a! ' approval of same for pa ment and client invoicii Direct liason with agen ' Media Dept. Tinsley Advertising Name/Title Dept. Percent of Time Description Allocated to Account of Staff Services Frank Prieto Creative As Needed Responsible for final Mech Artist mechanization of print ads, collateral, etc. Works in liason with Studio Manager. Wally Robson Creative As Needed Final typing of all covv Secretary creative strategies,memo randums, etc. Liason wit' all members of Creative I Dept. , Account Service, Traffic and Acct'g Dept. I f f Tinsley Advertising to"i1a421a'T UNDER SECTION 287.133(3)(u), FLORIDA STATUTES-0 ON PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICER AUTHORIZED TO ADMINISTER OATHS. 1. This sworn statement Is Submitted with Bid, Proposal or Contract No. for Advertising & Marketing 2- This sworn statement is submitted by Tinsley Advertising & Maxketin , Inc . [name of entity submitting sworn statement] whose business address Is 2660 B r i c k_e l l Avenue Florida 33129 and (if applicable) its Federal Employer Identification Number (FEIN) is 5 9—2 3 5 6115 (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: _ 3• My name is Sandra -C . Tinsley [please print name of Individual signing] and my relationship to the entity named above is Plha i rman 4• I understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), EkdAn Stet tes means a violation of any state or.federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state C , or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. 5• I understand that 'convicted' or'conviction'Its defined in Paragraph 287.133(1)(b),_•1ori4a Statutes means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, In any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989,as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. 6• I understand that an 'affiliate' as defined in Paragraph 287.133 1 a Florida Statutes means: 1. A predecessor or successor of a person convicted of a public entity crime: or 2 An entity undet the control of any natural person who is active in the management of the entity and 'who ita-s been convicted of a public entity crime. The term 'affiliate' includes those officers, directors,executives, partners,shareholders, employees,members, and agents who are active In the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 7• , understand that a 'person' as defined in Paragraph 287.133(1)(e), Florldo Statutes mean s any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision Of goods or services let by a public entity,or which otherwise transacts or applies to transact business with a public entity. The term "person' includes those officers, directors, executives, partners, shareholders, emplovees, members, and agents who are active in management of an entity. 8• Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. [Please Indicate which statement applies •�••••�► ►►►� ►.►►u►,v auu'u'"Ing Cats sworn statement, nor any officers, director3, executives, partners, shareholders, employees, members,or agents who are active in management of the entity, nor any affiliate of the entity have been charged with and convicted of a public entity crime subscquent to July 1, 1989. _____ The entity submitting this sworn statement, or.,one or more of the officers, directors, executives, partners, shareholders, employees, members, or agents who are active in management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989, Aii2 (Please indicate which additional statement applies.] There has been a proceeding concerning the conviction before a hearing officer of the State of Florida, Division of Administrative Hearings. The final order entered by the hearing officer did not place the person or affiliate on the convicted vendor list. [Please attach a copy of the final order.) The person or affiliate was placed on the convicted vendor list. There has been a subsequent proceeding before a hearing officer of the State of Florida, Division of Administrative Hearings. The final order entered by the hearing officer determined that it was in the public interest to remove the person or affiliate from the convicted vendor list. (Please attach a copy of the final order.) _T The person or affiliate has not been placed on the convicted vendor list. [Please describe any action taken by or pending with the Department of General Services.] [s nature) Da e: /O 2z p STATE OF COUNTY OF �C�E71;- ONALLY APPEARED BEFORE ME, the undersigned authority, A� who, after first being sworn b affixed(name of Individual signing] Y me his/her signature in the space provided above on this 4ZW day o 19 My commission expires: NO TAR PUBLIC; Notary Pub!:t,State of floride 1 My Exr,i;es Jcn. 21, 1993 Bonded ih,v Troy Foln•lr—ronce lnG. r 0 For.-I PUR 7068 (Rev. 1189) CONTRACT SUPPLEMENT This contract supplement dated and entered this �1 _ day of PGP�I► r' 1991, by and between Monroe County, a public subdivison of the State of Florida, hereinafter referred to as the "County" and Tinsley Advertising, Inc. a Florida Corporation, hereinafter referred to as the "Firm" clarifies, amends the language and appends to the agreement between the "County" and the "Firm", entered into October 3, 1990 hereinafter referred to as the "underlying agreement". NOW, therefore, and in consideration of the continuation and renewal of the mutual covenants entered into within the underlying October 3, 1990 agreement and in consideration of the "Firm's" agreement within Paragraph 3. (C) the following amendment to Exhibit 'A' includes staff creative hourly rates that were omitted from the the "Firm's" Proposal Response due to the fact that the Request for Proposal was a totally different compensation proposal: 1 . Fee Structure: Generic Program: (c) Exhibit "A": 2. All staff creative time has been invoiced in the past at an hourly rate, as follows: Hourly Rate Mechanical Artist $35.00 Traffic & Production Supervision 60.00 Computer Artist and Type 70.00 Internal Stats 15.00 each 2. The remaining provisions of the contract dated October 3, 1990 remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed the contract supplement the day and year first above written. BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY,FLORIDA (SEAL) DANNY L. I�OLHAGE, Clerk BY: � - Att ` .� Clerk TINSL �A] , I BY-`' �� z President Secretary Approved as to form and legal sufficiency: I. v ' r UNL)ER SELCION 287.133(3)(a), FLORIDA SlATU= ON PUBLIC ENTITY CRIMES ( . THIS FORM MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICER AUTHORIZED TO ADMINISTER OATHS. 1• This sworn statement Is submitted with Bid, Proposal or Contract No. for Advertising & Marketing 2. This sworn statement is submitted by Tinsley Advertising & Marketing, Inc . [name of entity submitting sworn statement) whose business address is 2660 Brick_ell Avenue • Florida 33129 and (if applicable) its Federal Employer Identific gtion Number (FBIN) is 5 9—2 3 5 6115 (If the entity has no FEIN, include the Social Security Number of the individual signing this sworn statement, 3• My name is S a n d r a -C . Tins 1 e and my relationship to the [please print name of Individual signing] entity named above isrman 4• I understand that a "public entity crime' as defined in paragraph 287.133(1)(g), Florida Statutes. means a violation of any state or.federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and Involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. S• I understand that "convicted' or'conviction' As defined In Paragraph 287.133(1)(b),_Flo1ida,Stahites means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial coup of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. 6• I understand that an 'affiliate' as defined in Paragraph 287.133 i a Florida Sta ites ( )( )� �_ means: 1. A predecessor or successor of a person convicted of a public entity crime: or 2 Art entity undet the control of any natural person who is active in the management of the entity and Who ha- been convicted of a public entity crime. The term "affiliate' includes those officers, directors, executives, partners,shareholders, employees,members, and agents who are active In the management of an affiliate. The ownership by one person of shares constituting a controlling Interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime In Florida during the preceding 36 months shall be considered an affiliate. 7. 1 understand that a "person" as defined in Paragraph 287.133 1of e to da Statutes, natural person or entitv organized under the laws of any state or the United States w. means an ith he legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision Of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term 'person' includes those officers, directors, executive, partners, shareholders. employees, members, and agents who are active in management of an entity. `4! 8• Based on information and belief, the statement which I have mar entity submitting this sworn statement. [Please indicate which statement applies) relation to the ' X Neither the entity submitting this sworn statement, nor any officers, directors, executives, = partners, shareholders, employees, members,or agents who are active in management of the entity, nor anv affiliate of the entity have been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or,-one or more of the officers, directors, executives, partners,shareholders, employees, members, or agents who are active in ma- -getnent of the entity, or an affiliate of the entity has been charged with and convicted of a public _Atity crime subsequent to July 1, 1989, AtQ [Please Indicate which additional statement applies.] There has been a proceeding concerning the conviction before a hearing officer of the State of Florida, Division of Administrative Hearings. The final order entered by the hearing officer did not place the person or affiliate on the convicted vendor list. [Please attach a copy of the final order.] The person or affilate was placed on the convicted vendor list. There has been a subsequent proceeding E _'ore a hearing officer of the State of Florida, Division of Administrative Hearings. The final order entered by the hearing officer determined that it was in the public interest to remove the person or affiliate from the convicted vendor list. (Please attach a copy of the final order.] _T The person or affiliate has not been placed on the convicted vendor list. (Please describe any action taken by or pending wit# the Department of General Services.] [s nature] Da e: �2 `� Q STATE OF �1_��� COUNTY OF P( NALLY APPEARED BEFORE ME, the undersigned authority, [name of Individual signing] who, after first being sworn by ate, affixed his/her signature in the space provided above on this 4a day o 19 . My commission expires: NOTAR PUBLI W—ary Pubric,State of Flori (pt� ,- _iftS7£aSi¢EX�iT�4 SL.'3. `L�, t948 Bonded Thiu Troy Fain•tnsaonce!nC- d 0 Form PUR 7068 (Rev. 11/89) THE FLORMA ry &KEYWEST Key Largo,(siamorada, Marathon, Lower Keys, Key West December 30, 1991 Mr. James Flanagan President Tinsley Advertising 2660 Brickell Avenue Miami, Florida 33129 Dear Jim: The Monroe County Board of County Commissioners at their December 11, 1991 Regular meeting, approved and authorized the execution of a contract supplement with Tinsley Advertising, Inc. Enclosed please find one (1) original for your files. The Administrative Office has retained a copy for the public record. Sincerely 'D(2"&LV Sandra Higgs Administrative Director :Ims Enclosure (1) r'OUNTy �" V. RECEIVER DEC 2 4 1 9 Jam.J;µ COO .°4 i �1 vd * oy9 r p�E COUNT'q"' Mannp 1. Rotba u BRANCH OFFICE CLERK OF THE CIRCUIT COURT BRANCH OFFICE 3117 OVERSEAS HIGHWAY MONROE COUNTY P.O. BOX 379 MARATHON,FLORIDA 33050 500 WHITEHEAD STREET PLANTATION KEY,FLORIDA 33070 TEL.(305) 743-9036 KEY WEST, FLORIDA 33040 TEL.(305)852-9253 TEL. (305)294-4641 December 20 , 1991 Mrs . Sandra Higgs Monroe County Tourist Development Council 3406 North Roosevelt Boulevard Key West, FL 33040 Dear Mrs. Higgs : On December 11 , 1991, the Board of County Commissioners of Monroe County approved and authorized exe- cution of a Contract Supplement with Tinsley Advertising, Inc. Enclosed are two duplicate originals of the sub- ject Agreement, now executed and sealed by all parties . One of these documents should be sent to Tinsley; the other is for your own files . Sincerely yours , Danny L. Kolhage Clerk of Circuit Court and ex officio Clerk Board of County Commissioners B O Y: Rosalie L. C nnolly Deputy Clerk Enclosures cc : County Attorney County Administrator w/o document Finance Director File - - r BOARD OF COUNTY COMMSSIONERS Mayor Pro Tem Withelmina Harvey, District 4" OUNTYSoON ROE - Gene Lytton, District 2 Douglas Jones, District 3 KEY WESTRiOA 33040l Mike Puto, District 4 305 294 Heal MAYOR John Stormont, District 5 Please reply to County Attorney's Office 310 Fleming Street, Room 29 ; Key West, FL 33040 M E M O R A N D U M To : Board of County Commissioners From: Mary Greenwood Acst . County Attorn y Re : Tinsley Contract Date : October 2 , 1990 The Clerk of Court has suggested the following changes to clarify some financial aspects of the Tinsley Contract . 1 . ) Page 4 3 Fee Structure Generic Program: a) The agency will bill all gross media, billings which include a 15% commission to the firm at a one and one half 5) percent discount and all net me a at cost plus thirteen and one half (13 . 5) percent and all collateral material will be charged at cost plus thirteen and one-half (13 . 5) percent. 2. ) Page 4 3 Fee Structure Generic Program: b) co-op advertising shall be defined as any advertising dollars , tangible or intangible inkind services that would normally be paid for by the TDC under this contract . Cooperative advertising would include but not be limited to t e f- low or orate sponsorship of events suppo,rte C tunds 2) it ine cooperative a vertisin an 3) Shipping of brocHu-res to Europe by an airline . 3 . ) Page 4 3 Fee Structure Generic Program: b) New last sentence - To be ell ible for a co-op payment the co-op vendor must give a certitied itemized statement of the value of the co-op advertising. 4 . ) Page 5 5 . Reimbursable Expenses a) INVOICES (4) The FIRM' S invoices and statements shall be due and payable within ten (10) days after submission, with properly documented back-up, referencing Resolution #397-1990 and as/or amended subject to availability of Tourist Development tax funds administers y t e CounEy. MG/la cc : Sandra Higgs Mayor Feiner Danny Kohlage i RECEWED FEB 2 g 1991 ISSUE DATE(MM/DD/YY) 212 i/ 91 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS EL L I OTT,MCK I EVER, & STOWE NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, 2828 W. Flagler Street EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW Miami , F L 33135 COMPANIES AFFORDING COVERAGE 30 5—64 2—717 0 COMPANY CODE sue-CODE LETTER A MARYLAND CASUALTY COMPANY COMPANY INCUM LETTER B Sandra C. Tinsley COMPANY Marketing Inc Etal LETTER C 2660 Br i cke I I Avenue COMPA Miami Nv LETTER D FL 33129 LETTER E 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 CLAMS, CO TYPEOF INSURANOE POLIOV NUMBER POLICY EFFEOTIVE POLIOVEXPIRATM ALL LIMITS MI THOUSANDS LTA DATE(MM/DD/YY) DATE(MM/DD/YY) GENERAL AGGREGATE $ 2000 A X COMMERCIAL GENERAL LIABILITY EPA08395098 1/16/91 1/16/92 PRODUCTS•COMP/OPS AGGREGATE _ CLAIMS MADE OCCUR. PERSONAL IL ADVERTISING INJURY = OWNER'S IL CONTRACTOR'S PROT EACH OCCURRENCE = 1000 FIRE DAMAGE (Arty one fire) t 50 MEDICAL EXPENSE(Any one person)l 5 AUTOMOBL.E LIABILITY SINGLE _ ANY AUTO LIMIT ALL OWNED AUTOS INJI.RV s SCHEDULED AUTOS (Per person) HIRED AUTOS soolv- INJURY NON-OWNED AUTOS (Per accident GARAGE LIABILITY PROPERTY DAMAGE _ EXCESS L IAB L ITY OCCURRENCE OTICR THAN UMBRELLA FORM WORKER'S COMPENSATION STATUTORY AND t (EACH ACCIDENT) t (DISEASE•POLICYLIMIT) EMPLOVERS'LIABLITY —.____.._._._.........._—_.. -_.--- t (DISEASAS E-EACH EMPLOYEE) OTHER A CPP/SPECIAL FORM EPA08395098 1/16/91 1/16/92 X BUILDING & CTS. DESORPTION OF OPERATIONSILOCATIONSIVEHIOLESIRESTRIOTIONSISPECIAL ITEMS NAMED INSURED: Sandra C. Tinsley, Sandra Tinsley, Inc. & Tinsley's Yellow Pages , Inc . SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE `...EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO Board of County Commissioners MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE of Monroe County LEFT,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR 416 Fleming St . LIABILITY OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES Key West, F L. 33040 AUTHORIZED R114RESMATIVE ACG1t`[ 2ffi S(1 9 0�0��. y Couary 4�B COU11'fY,fy0!' �arnnp �. �oCfjarge BRANCH OFFICE CLERK OF THE CIRCUIT COURT 3117 OVERSEAS HIGHWAY MONROE COUNTY BRANCH OFFICE MARATHON,FLORIDA 33050 500 WHITEHEAD STREET P.O.BOX 37 TEL. (305) 743-9036 PLANTATION KEY, FLORIDA 33070 KEY WEST, FLORIDA 33040 T TEL. (305)294-4641 EL. (305)852-9253 January 10, 1991 Mrs Sandra Higgs Monroe County Tourist Development Council Post Office Box 866 Key West , F1. 33041 Dear Mrs. Higgs: As you are aware, on December 19, 1990, the Board of County Commissioners approved and authorized execution of a contract revision with Tinsley Advertising, Inc. to correct a scrivenor 's error. Enclosed are two duplicate originals of the subject Agreement, now executed and sealed by all parties. One of these documents should be given to Tinsley Advertising, Inc. the other is for your own files. Sincerely, Danny L. Kolhage Clerk of the Court and Ex Officio Clerk of the Board of County Commissioners By Nancy Coh Deputy Clerk I Enclosures CC : County Attorney County Administrator Finance Director File VIMINI Is s ORIDA KM TME r KEYWEST '-,",V_— Key Largo, Islamorada,Marathon, Lower Keys, Key West 416 Fleming Street P.O. Box 866 Key West, FL 33041 U.S.A. (305)296-2228 • (800) FLA-KEYS • Fax: (305) 296-7613 January 14, 1991 Mrs. Sandra Tinsley Tinsley Advertising 2660 Brickell Avenue Miami, Florida 33129 Dear Sandy: Enclosed please find the duly executed copy of the addendum to your contract with the Monroe County Board of County Commissioners. The Administrative Office has retained a copy for the public record. Sincerely Sandra Higgs Administrative Director :lms Encl. ( 1 ) CUNTRACT REVISION WHEREAS, Tinsley Advertising lnc. and Monroe County Board of County Commissioners entered into a contract on 1990, and WHEREAS, that contract in Paragraph 3 a - Fee Structure: Generic 212&ram stated that the agency will bill all gross media, billings, which include a 15% COMMiSSiOTI to the firm at n one half (1 .5) percent discount, and WHEREAS, this was a scrivener's error; it should be one and one half (1.5) percent discount, and NOW, THEREFORE, in consideration for the mutual promises contained herein do agree to the following changes: Paragraph 3a- Fee Structure Generic Pro ram: the agency will bill all gross media, billings which incliide a 157 commission, to the firm at a one- and one half (1.5) percent discount and all net- media at cost plus thirteen and ore half (13.5) percent and all collateral material will be charged at cost plus thirteen and one half (13.5) percent. This will include all generic, distri(-t- campaigns and event activities. The rest of i-fle contract remains in full force and effect. IN 1,1TTNFSS, 101EREOF, 010 parties have caused this instruTrrilt to be executed and seals impressed in their nqrrtp-- by their proper officials. (SEAL) Attest: DANNY L. KOT.AIAGF-, Clerk HONPOE COUNTY, FLORIDA By �D-pt ery, (Corporate Seal) TINSLEY ADVERTISING, -'Tit-lc. Attest: ,Q, � e=retlry r e sTu c nr- 13 RECEIVED SEP 1 4 1990 TtnsleyAdver ing 2660 (305) "1 Brickell Avenue 856-6060 Miami Florida 33129 September 12, 1990 Mrs. Sandra Higgs Administrative Director Monroe County Tourist Development Council 416-B Fleming Street Key West, Florida 33040 Dear Sandy: Enclosed are copies of contracts with SAG and AFTRA. You already have a copy of the contract with the photographer, George Contorakes. I will be bring the SAG & AFTRA books as soon as I get them. ( (oN,p , Sinceri y, sat . Tinsley Cha' a r SCT/slb Enclosures P.S. I am also enclosing copies of our Professional Liability (E&O) , Workers' Comp. , and Premises & Operations Liability. SCRIEN AC_1_0I6 GUILD DATE 3/9/89 ` TO SCREEN ACTORS GUILD GENTLEMEN: We acknowledge receipt of a copy of the Screen Actors Guild 1988 _ Commercials Contract and we are familiar with its terms. We join in the desire to promote stability in the industry and to maintain harmonious relations with the Screen Actors Guild and its members. To that end, we hereby become a party to and agree to abide by and conform to all of the terms and conditons of the aforementioned Commercials Contract on our own behalf and on behalf of clients for whom commercials are produced by or through our agency. Without limiting the generality of the foregoing, we agree expressly for the benefit of Screen Actors Guild and all persons covered by the terms of the aforementioned Commercials Contract that we will make the payments.of holding fees and use fees for commercials as provided in the aforementioned Contract, and that we will make all Social Security, withholding, unemployment insurance, and disability insurance payments required by law with respect to said payments. It is further agreed that we will make all appropriate contributions to the Screen Actors Guild-Producers Pension and Health Plans required under the aforementioned collective bargaining agreement with respect to such payments, It is expressly understood and agreed that our right to telecast such commercials shall be subject to and conditioned upon prompt payment by us of such use fees and other payments, . and the Guild shall be entitled to injunctive relief in the event such payments are not made. With respect to employment in the State of FLORIDA , all Screen Actoes Guild agreements are subject to tile laws of the State of FLORIDA. and in the event of any conflict of any provisions of such contracts and the FLORIDA laws, the provisions so 'in conflict shall be deemed modified to conform to the _pr,ngTDA laws. Very truly yours, Tinsley Advertising Tdvertis ng Agency) By ,. -� /(,signature) �. James P_ Flanagan President (Name) (Title) 2660 Brickell Avenue (Address) Miami, FL 33129 (City-State) (Zip Code) ` ClUI N ACT01M GU I LD / FROM: Tinsley Advertising CORPORATION NAME ' t this Corporation make and enter into the following agreement(s) Actors Guild, Inc. , a noci-profit corporation: w 1 . Basic Agreement (1986 Theatrical Adherence Letter) 2. Television Agreement (1986 Adherence Letter) VI 3. Commerc,ials Contract (1988 Adherence Letter) 4. Industrial/Educational Contract ( 1988 Adherence Letter) 5. Dubbing Modification Agreement ( 1980 Adherence Letter) 6. Security Agreement and UCC-1 Financing Statement 7. Other RESOLVED FURTHER, that James P. Flanagan or Sandra C. Tinsley Name of Person Authorized to Sign r President or Chairman is hereby authorized to execute said Title agreement(s) and Information Sheeet for and on behalf of this Corporation." This is to certify that the undersigned is the duly qualified and acting Secretary of Tinsley Advertising & Marketing, Inc. a corporation; Corporation Name that the foregoing is a true and correct copy of a resolution appearing in the Minute Book of said Corporation, which said resolution was duly and regularly adopted at a meeting of the Board of Directors of said Corporative geld on the 9th day of March , 1989 , in accordance with Law and By-Laws of the Corporation. Said resolution has not been modified or repealed and is now in full force and effect. c/ Signatu of Secreta Shirley L. Berger Typed Name March 9, 1989 Date CORPORATE SEAL HEALTH Date 3/9/89 To: The Trustees of the Screen Actors Guild-Producers Health Plan for Motion Picture Actors The undersigned company is a signatory to a collective bargaining contract or letter of adherence thereto with SCREEN ACTORS GUILD, INCORPORATED, or SCREEN EXTRAS GUILD, INCORPORATED, or both which provides for payments to be made by such signatory companies into the Screen Actors Guild-Producers Health Fund for Motion Picture Actors and Extra Players. With respect to such collective bargaining contract and any further con- tracts which the undersigned may enter into in extension, continuation or replacement thereof and subject thereto, the undersigned hereby agrees: 1. To become a party to and be bound by the SAG-Producers Health Plan Trust Agreement and the Health Plan adopted thereunder and pursuant thereto. 2. To accept and be bound by all amendments and supplements heretofore and hereafter made to the foregoing Agreement and documents. 3. To accept the Producer Plan Trustees and the Alternate Producer Plan Trustees under said SAG-Producers Health Plan Trust Agreement, and their successors designated as provided therein. Very truly yours, ACCEPTED BY: Tinsley Advertising THE TRUSTEES FOR SAG-PRODUCERS Company HEALTH PLAN FOR MOTION PICTURE AC- 2660 Brickell Avenue TORS ON: Address Miami, Florida 33129 City, State and Ziv' By By Chairman or Secretary Nam and Title C`� HIYICI itiAm rcue m I IUm UI' I CLCMIUM AMU HAUIU HK I IJ I Zi NATIONAL OFFICE BRANCH OF THE ASSOCIATED ACTORS AND ARTISTES OF AMERICA—AFFILIATED WITH THE A.F.OF L.-C.I.O. 260 Madison Avenue, New York, N.Y. 10016 (212) 532-0800 Gentlemen: This will set forth our understanding and agreement, and acknowledge receipt of a copy of: The undersigned wishes to enjoy peaceful and pleasant relations with The American Federation of Television and Radio Artists (AFTRA) and its members, and to that end, in accordance with the uniform practice established by the industry in its dealings with AFTRA, agrees to be bound by and conform to all the terms and conditions specified in said document as if same were fully set forth herein.(which document is referred to above). It is agreed that this Letter is an integral pan of the foregoing document and by signing this Letter of Adherence and returning a copy to AFTRA, the undersigned and the American Federation of Television and Radio Artists shall be deemed to have executed and agreed to be bound by said document. Further the undersigned represents that it has read, is familiar with and agrees to all the terms and conditions of said document. Without limiting the generality of the foregoing, the undersigned agrees to all the arbitration provisions of the said document. While this Letter of Adherence is in full force and effect. we and AFTRA agree that pending arbitration and award,there will be no stoppage of work relating to the dispute under arbitration and the parties agree that all awards rendered shall be binding upon them. Further.the undersigned agrees to all the pension and welfare provisions of the said document and agrees to be bound by the AFTRA Pension and Welfare funds Agreement and Declaration of Trust,dated November 16, 1954.and abide by and conform to all the terms and conditions specified in the aforementioned Trust Agreement, including amendments thereto: and, more specifically, the undersigned hereby appoints the Producer Principal Trustees and Alternate Trustees named therein and/or their successors. We are enclosing two(2)copies of this Letter of Adherence.Kindly sign the original copy and return Immediately to AFTRA National Office. Very truly yours. 4AME: James P. Flanagan f ITLE: President ,OMPANY : Tinsley Advertising AMERICAN FEDERATION OF TELEVISION iTREET: 2660 Brickell Ave AND RADIO ARTISTS 3TY E ST. : Miami, FL 33129 'HONE #: ( ) 305 856-6060 - By: John C. Hall, Jr. National Executive Director CHECK ONE: Producer V/ Ad Agency Music Producer _Advertiser Station Paymasters _F/S/O Corporations e r Studio Public Relations _Record Company Acce ted and p d. . . . � . . . . . .. . .. .. . au,t orized si nature ate Print Name James P. Flanagan If there are any changes in the above,please make appropriate corrections. Additional Copies of the Code available on request at a nominal cost from AFTRA National Office. �_ ; ISSUE DATE(MM/DD/M 3/27/90 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS EL L I OTT,MCK I EVER, & STOWE NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS CERTIFICATE DOES NOT AMEND, 2828 W. Flagler street EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW Miami , FL 33135 COMPANIES AFFORDING COVERAGE 305-642-7170 LETCOMPANYA CODE SOODE TER MARYLAND CASUALTY COMPANY COMPANY LETTER B Sandra C. Tinsley COMPANY C Marketing Inc Etal 2660 Br i cke I I Avenue COMPANY Miami LETTER D FL 33129 COMPANY LETTER E j 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 ORMAY 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 CLAMS. Co ''.LTF TYPE OF INSURANCE POLICYNUMBER POLICYEFFECTIVE POLICYEXPIRATIM ALL LIMITS IN THOUSANDS DATE(MM/DD/YY) DATE(MM/DD/M OENEAAL LIABILITY GENERAL AGGREGATE $ 2000 A X COMMERCIAL GENERAL LIABILITY EPA08395098 1/16/90 1/16/91 PRODUCTS-COMP/OPS AGGREGATE s CLAIMS MADE a OCCUR. PERSONAL & ADVERTISING INJURY : OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE $ 1000 FIRE DAMAGE (Arty one lire) $ 50 MEDICAL EXPENSE(Any one person)l t 5 AUTOMOBILE LIABILITY CUMUINLU SINGLE f ANY AUTO LIMIT ALL OWNED AUTOS Per SCHEDULED AUTOS (Per p f ( person) HIRED AUTOS INJURY S NON-OWNED AUTOS (Per accident GARAGE LIABILITY PROPERTY DAMAGE s EXCESS LIABILITY OCCURRENCE - f t OTHER THAN UMBRELLA FORM WORKER'S COMPENSATION STATUTORY AND 100 (EACH ACCIDENT).,... A EMPLOYERS'LIABILITY TC121769534 3/17/90 3/17/91 s 500 (DISEASE-POLICYLIMIT) f 100 (DISEASE-EACH EMPLOYEE) OTHER A CPP/SPECIAL FORM EPA 08395098 1/16/90 1/16/91 X Building & Cts . DESCRIPTION OF OPERATIONSILOCATIONSIVEHICLESIRESTRK:TIONSISPECIAL ITEMS NAMED INSURED: Sandra C. Tinsley, Sandra Tinsley, Inc. & Tinsley's Yellow Pages , Inc . ADDITIONAL INSUR TinsleX Advertising CEitTIFIGAI t1O�i? _ CANOELLA'TON,:... SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO Board of County Commissioners ::MAIL 3 0 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE of Monroe County _....LEFT,BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR 416 Fleming St . ;::LIABILITY OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES Key West, FL. 33040 AUTHORIZED RE SENTATIVE . 028192000 �7 � N w� .w STAR` GIA P"gT lrA101'1NYg "VTOTIq"1,T�:1T 7I11S CERTTT ICATE IS ISSUED AS A MAI rER OF FNECARMAMN ONLY AND CONFERS p NOR10HIS UPON TTrE:CEBplip'pCAT HEAL!lER.'THISCrRr1PpCArEDOESNOIAM NjO_ El I i tt,, cKiever Ck Stowe, Inc EXTEND GAR AI'rIFn 11I1P COVERAGC AiroRpAw By me POLICMIF;"ROW 820 W. Fla lerw St Mi nd , FL. 33135 COMPANIES 1iffonDVNCOVEfIAGE (305) 64 - I10 rn„I"Ahh" l r l R 11 Seaboard Surety Company AM"ANP' IpI ,1111Ia1"A _ I Ti nsley Advertising & i &�eill� errue Marketing, IrR Miami , FL. 33129 C r IrMI*A1d�, C:+AM'Al"J " g1�ITFtl# THIS IS TO CERTIFY THAT POLICIES OF INSURANCE LIS rED 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 IIEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS. AND CONDI- I IONS OFSUCH POLICIES. 1 IARIL I I Y I_INII IS IN THOUSANDS I YRF OF IIVSURANCF POI_I(,'r' IJUMBFH _ I_TR - - lin li iMH I.UI"ii lidii iLIG1'I illV1"i Il a ii- _— GENERAL LIABILITY CO^,11'RFIIFNSIVF FORM $ $ ------- --------------- ---- -- Pill T1I.ES'rlPI IIAI IW4S', rnorl l Y ---�;IP1(ILl 01011111) 1 EXPLOSION S COLI AP;F IIAIARI) � $ - T' 1 1 I III ,o Y j AU IOM'DON C, LtAll4LII V d (G i k�aG T,XI',p'I;,,IIAI1i111..1'I'a ^� °dun"'arN BArtrW.: W011KwTl °r.aarAT>(Tr^aA1110I,a � r �rr ANTI � I 1,CJdl""LuCNYp TTw« I NAkNVI 1T Y' � 1 a"9 r i �Ia TTIG1r I PROFESSIONAL P-14 04 1.4 ; i /1.1/09 l /1.1/ 0 q I,000,000.00 V1 �N6d fJt I)P I194 paAh o -1 Al, N 'p 4rP. u➢ �B' " BOARD OF COUNTY COMMISSIONERS .I001]D ANY(n INCAll«)Vr 1'14� "°wTa�PT�r" P,,1IC.Ir.11, CAN EIT.T,jr DtffITtr° 1TTr EX _ PmA'4lwl rp,u l a II Hf HI or, Bp I l Iar'*+IdtlNG COMPANY W I, F NDfAVG,H TOOF MONROE COUNTY MANI 30 0AYS WN011 N il10TuC„r TdA rT1T. �'I T's1ITII,AI�p�. 1pT11 pIT;'N1 IaA crA T(a THr 41.6 FlemingSt. krrl'.IIkIIMA1.1wnTLtt4Au1lA1I "�llm,:ICpIGATp1,mFSHAwL1MP"IN10P111ACIRL1C;Ap9tld^,tlr"DI,IAPII9TY 01 ANY KIND 01'¢1N I11T 6„�r.NRlI" Y�ITS AC R N I'"; On rT1 s"' Sp"p 1 Ael �a w �, y Agent of Record' � d Key West, FL. 33040 �1plwIIlrIH�IupralllTl°"IT"� rn,;� � 1 � we � �k Wi"l"� imli 1"1. � IE .-� r�i 3 u ra ISSUE DATE(MWDWYY) 12/19/90 THIS ATE Ms NSSMNENT .. N�NIPFITN pl;F"�T CETMNWIC S A MATTER Or-INNFC"NTNNTATITINN ONLY AND CONFERS Elliott, Mc,Kiever & Stowe, Inc. NrND TTIGH TS UPON THE CERTINNICA IE NTOM ven,TNMNS CERTIFICATE DOES NOT AN,MENNn. 2,828 I . F l rig I r St. _..,......m__..E W THE POLICIES SELOW EXTEND TNNT ALTEN"N T NM C Mia d FL. 331 1 COMPANIES AFFORDING COVERAGE a n a INMN.,NNR,M°r o� SEABOARD SURETY_ COMPANY _ . ._. .. (NNNwbP"A NY NNtiN SLPENT NeF"N Pq"YT Tinsley v r rsin Marketing,g, Inc. '9 N 4I�Ird°aNIuM 2 �q� r i C "7 N 7 N Aveniue 0.N"G"7F;NN P+ M flANIY NN°eTlr'MI LF I TEIT TINTIS NS TO CENTTfFY THAT POLICIES OF INSURANCE LIrySTEO ISELTNWY MMATNE BEEN ISSUEMTTLT THE INSURED NAMED ABOVE FOR THE POLICY PEA1001114011CATF13, NOTWITHSTANDING ANY TTETN ARIENIIIENiT, TERM On CONDITION Of ANY N:NTNM'TFNACT LIFT CTTI En DOCUMENT VATNM N"NE PELT TO WHICHTHIS CERTIFICATE MAY THE ISSUED OR MAY PEnTAINM,THE INSURANCE AFFORDED BY THE PGTLICIES DESCRIBED HEREIN NN;SINNA,N'E+C'N TO ALL THE TERMS,EXCLUSIONS,AND CONr O' - TNNTNrI'S Of SUCH NMN,TLNCIES. A rr OFfCN¢ F0)f 1 I YTI MATUX I NAMM3rUt Y OO�N?�wNa IN THOUSANDS LT C� I P Of INSURANCE P(A IP a NbUNJINNCNN li 664 Fp.rr��4r pop q"Mr iMs�u�Mau�rr+du aN ur GENERAL UAWLITY I.M X94 LI;M IrENkNNI'RJN NtlINNN„I rM91t)6Iy .. uNaP���r�ra,,r ItlINM(W31INdbtl,NC,NICI N'vaV manN �.. fXR(NON &L3141NNSF: gLN,'NNM M"N4C�'NNVPatl�wNV,'"PNII"I&�CNMINNNNe°N'INl41tlCNd" �. � _,__.. ..� , ()W RAN,I Ia _ �NNNTI NAM I�IbI'NI I IaPNNN N N$Nrye N NllN�k IIINOAD IORM NfW11,`,FW°WMA(A NnMsASONAI IN6aNN)Ml I'M"^I"NNvQN-NAZI. INJ(01Y AVIOM NISILE LIABILITY Ph, I m... µ OWN NON M II EI'P]$hy;D�.7}71py NNI.N @NWkINNH) MNNIICNr( NNN) I'rM,w d Ph, Nro4+t4N AU,NII NBNNN N0I0 PTIN+,P C A51"y M ^( NNtlNNNpN N4NNNGNN� ..m _. .. f"'F�NBB P 64 tW PNNNN,I17'IPA1)A(NR.`;y I'ro,MMNA(IA m (nA'eAA41F IIAPHIPe a^�r rr?n.xrr Vb"G'ti EXCESS LIABILII Y ttlMNIINIdMIM�a NN lRB 4&N1NCW VrpNNq GIRMmIrrIP"fb Y I "WERS`COMPENSATION IaPtaw9i v�vyM Jq ANIN:N i NI N NI NIIBINNIIi - r91Y,I�,I I'Nl1.IP A N 41r"d N i pI;IB;,,A NN,I.I AN'oI d PAN,J d I 1 AJPROFESSIONAL #AP21. 1 /11/ 1 /11/ 1 ' 1100, 00.0 I I,_IA II_I Y i NIE'S))I;IrItlN'w:N 14 Of" r rN"PY 49&a;INad �tl A�,P N"IdNMN'f'dN"N9Nu,�NI. r°•'pNyN r,u r0 k'I'W Mt" _ Bo,-xN°" of Cminty Oxmissionexs SHOULD ANNY Or rHE ABOVE DESCRIBED POLICIES BE CANNCELLENT TMEN"0nF TNMNN E:NN. ~fA �CYY� PISAT CIS LATE THEREOF, TNNE ISSUING COMPANY WILL FNNICEA'VOn TO of MAIL 0 DAYS YVFNITTEN NOTICE TO THE CENTMIFICAT} HOLDER NAMED TMT THE 416 Fleming S ,. LET"T,NTU I FrAILNNITE TO MAW SUCH NOTICE E SHALL IMPOSE NO OBLIGATION 0A LIASIMNNT Y OF ANY'West, FT, N" Aaa.NOIII�NNuT tl�tlNFN°lar.,M Npq aoN NINES ILI 11 IMMN II I I I IIYI, rn I N C NN^ND UPON THE COr,NY, �t$AOFENVS OR HE TT ENNT v � ' �.. A4:40101L CERTIFICATE CIF INSU'RM IssuEDATE(MM/DO/VV) PRooucER » ... . El 1/0 6/9 2 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS ELL I OTT,MCK I EVER, & STOWE NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DGES NOT AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW 2828 W. Flagler Street Miami , FL 33135 COWANIES AFFORDING COVERAGE 305-642-7170 COMPANY CODE Sue_*OOE LETTER A MARYLAND CASUALTY COMPANY COMPANY IINSUAED LETTER B Sandra C. Tinsley COMPANY LETTER Ci Marketing Inc Etal 2660 Br i cke I l Avenue COMPANY M 1 am 1 LETTER D (TINSLEY ADVERTISING) COMPANY FL 33129 LETTER E 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 CLAMS, Co LT TYPE OF MlSURANCE POLICY NUMBER DATE(EM/DC/") POIW(MM/D[AT ALL LIMn'S W THOUSANDS DATE(MM/DD/VY) OATE(MM/DD/YY) GENERAL AGGREGATE f 2000 A X COMMERCIAL GENERAL LIABILITY{ RENEWAL OF: 1/16/92 1/16/93 PRODUCTS-COMP/OPS AGOREGATE t -- CLAIMS MADE EE OCCUR- EPA08395098 PERSONAL & ADVERTISING INA�RY f OWNER'S & CONTRACTOR'S PROT EACH OCCURRENCE f 1000 FIRE DAMAGE (Arty one lire) f 50 MEDICAL EXPENSE(Arty one person;.f 5 AUTOMOBLE LIABLRY SINGLE f ANY AUTO LIMIT ALL OWNED AUTOS INJURY f SCHEDULED AUTOS (Per person) HIRED AUTOS INJURY f NON OWNED AUTOS (Per accident GARAGE LIABILITY PROPERTY DAMAGE f EXCESSLIABLITV OCI I�NCE f f OTHER THAN UMBRELLA FORM WORKER'S COMPENSATION STATUTORY AND f (EACH ACCIDENT) f (DISEASE-POLICYLIMIT) EMPLOYERS"LIABLTTY f (DISEASE EACH EMPLOYEE) OTHER DESCRIPTION OF OPERATIONSILOCATIONSIVEHKX.EESIRESTRICTIONSISPECIAL ITEMS NAMED INSURED: Sandra C. Tinsley , Sandra Tinsley, Inc. & Tinsley's Yellow Pages , Inc . RECEIVED JAN I C ADDITIONAL INSURED: I Advertising CERTIFICATE HOLDER :` <CANCELLATION: SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. THE ISSUING COMPANY WILL ENDEAVOR TO Board of County Commissioners MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE of Monroe County LEFT.BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR 416 Fleming St . LIABILITY OF ANY KIND UPON THE COMPANY,ITS AGENTS OR REPRESENTATIVES Key West , FL. 33040 AUTHOR CZEq REPRESENTATIVE l o2e 2000 ACQRp 26-5 /89 C t-7 1 C r t ) �/(�A4CRD COR ID 9! SSUF DATE MMIDDIYY) O1/06/92 mt@rowt --- Fi7pD�tCFR 1NIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS E 11 ES NOT AMEND, i o tt, MC Ki e ve r & StOWe, I nC . tJ0 RIGHTS UPON TI{E CERTIFICATE HO DER-THIS CERTIFICATE DO EXTEND OH ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW- 2828 W. Fl agl er St. Miami , FL. 33135 j COMPANIES AFFORDING COVERAGE (305) 642-7170 A SEABOARD SURETY COMPANY Tinsley Advertising & Marketing, Inc. 2660 Brickell Avenue Miami , FL. 33129 E THIS IS TO CERTIFY rHAT POLICIES OF INSURANCE LIS TED REI OW HAVE RFFN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY nEnUIREMENT, TERM OR CONDiI ION OF ANF CONTRACT OR OTHEn DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY DE ISSUED OR MAY PERIAIIJ. THE INSURANCE AFFOROFD RY THr POII-ICIFS I`FgCRtRFD HFRFIN IS SURJFCT TO ALL THE TERMS, EXCLUSIONS, AND CONDI- TIONS OF SUCtI POI IC IFS. 11 IN THOEISANDS._ I crNFRAL UARII_I"I Y - - ' I I ` ' I i I ALIT OMORII F I-IARJ I I V -- j ; i I I_ i � T i r 4 EXCESS UAnl(-IrY I �ciaru {� c1AW"'n" -- - - ',V0;(KF!]g C()rAT'r(I ATIOG Atrp Q J)("f-A"A Fl)l tr ! trIT EM('LOYFRS UARIUTY j $ - - - ----- --- i OTHER & PROFESSIONAL #AP 21 35 87 ;12/11/91 �12/11/92 $1,000,000.00 LIABILITY ,)F:rR1f'Tln"l r-, (Al oTr. RECEIVED JAN 1 0 11992 � w !:h 9�4tl It m� AMT a �"Yt" T19F AiFUO' 6 'T''iFd T;f pinfi'u"t Pfwd.Ot'tu'S#TF P"Ap�P F;'t 1 Y T:TB P'dtC f'r°R9". TtiC F!x'- Board of County Commissioners T() Of Monroe County MCe'II ,� hYA°�"• '�vtlIIG T7oy tTW&TRt,B TO 'tHr 9HE �'I I'°I069 EI,„3h Pt hRPo"vI Ftiffi&t NdAMt;tw 1{"p IrV ^,F'ait9PAfVip6nr, TdtNTAtI �N4kBNT`RtV+f"F"TYTAV,4 fwJlf"Tb.t' dVV"9t"7P'T916wAdf�'"sVTtT6N�1AR°qf9"u" 41.6 Fleming; Street 1 APIY l�I�lt'W tNd"aYfa dllCtC Co+Ftt°AtlF 4tl' Ate+Fflt w uaF� QCPR"9bF$YTITF9B N r Key �Y'2St, FL33040 ^.rr ra tl ,"eel u'ii>r r°!P"Ig,"ll WII,.I.JAM H. Kl',RDYK„ Acyint 'of Rea mrd f , ,C�a T_-u*r T FLORIDA 8TmHE & KEYWEST `R,'� Key Largo, Islamorada,Marathon, Lower Keys, Key West 416 Fleming Street P.O. Box 866 Key West,FL 33041 U.S.A. (305)296-2228 • (800) FLA-KEYS • Fax: (305)296-7613 December 11, 1991 Mr. Danny Kolhage Clerk of the Circuit Court 500 Whitehead Street Key West, Florida 33040 Dear Mr. Kolhage: The Monroe County Board of County Commissioners at their regular meeting of December 11, 1991 approved a contract supplement to the contract with Tinsley Advertising. Upon execution of same, please forward the appropriate number of copies to the Administrative Office. Please note that our new offices are located at 3406 N. Roosevelt Boulevard. If you should have any questions, please do not hesitate to contact our office. Sincerely 'J Sandra Higgs Administrative Director :lms Enclosure (4) Acknowledged receipt : Date : 1 `71 THE FLORIDA KEYS & KEY WEST 4--,--;'--" Key Largo, Islamorada,Marathon, Lower Keys, Key West 416 Fleming Street P.O.Box 866 Key West,FL 33041 U.S.A. (305)296-2228 • (800) FLA-KEYS • Fax: (305)296-7613 December 11, 1991 Mr. Danny Kolhage Clerk of the Circuit Court 500 Whitehead Street Key West, Florida 33040 Dear Mr. Kolhage: The Monroe County Board of County Commissioners at their regular meeting of December 11, 1991 approved a contract supplement to the contract with Tinsley Advertising. Upon execution of same, please forward the appropriate number of copies to the Administrative Office. Please note that our new offices are located at 3406 N. Roosevelt Boulevard. If you should have any questions, please do not hesitate to contact our office. Sincerely Sandra Higgs Administrative Director :lms Enclosure (4) Acknowledged receipt : Date : THE FLORIDA KEYS awe KEY`WNEST '� Key Largo, Islamorada,Marathon, Lower Keys, Key West 416 Fleming Street P.O.Box 866 Key West,FL 33041 U.S.A. (305) 296-2228 • (800) FLA-KEYS • Fax: (305) 296-7613 December 11, 1991 Mr. Danny Kolhage Clerk of the Circuit Court 500 Whitehead Street Key West, Florida 33040 Dear Mr. Kolhage: The Monroe County Board of County Commissioners at their regular meeting of December 11, 1991 approved a contract supplement to the contract with Tinsley Advertising. Upon execution of same, please forward the appropriate number of copies to the Administrative Office. Please note that our new offices are located at 3406 N. Roosevelt Boulevard. If you should have any questions, please do not hesitate to contact our office. Sincerely 1 Sandra Higgs Administrative Director :lms Enclosure (4) Acknowledged receipt: Date : THE FLORIDA KEYS e t„ KE Y- WESTa v Key Largo, Islamorada, Marathon, Lower Keys, Key West 416 Fleming Street P.O. Box 866 Key West, FL 33041 U.S.A. (305) 296-2228 • (800) FLA-KEYS • Fax: (305) 296-7613 November 5, 1990 Mrs. Sandra Tinsley Chairman Tinsley Advertising 2660 Brickell Avenue Miami, Florida 33129 Dear Sandy: Enclosed please find the duly executed copy of your agreement with the Monroe County Board of County Commissioners. The Administrative Office has retained a copy for the public record. Sincerely -J Sandra Higgs Administrative Director :lms Encl. r 4 {��ouNry�o F.9 ti oe 90f COU NTV 4` wannpoCfjage BRANCH OFFICE CLERK OF THE CIRCUIT COURT BRANCH OFFICE 3117 OVERSEAS HIGHWAY MONROE COUNTY P.O. BOX 379 MARATHON, FLORIDA 33050 500 WHITEHEAD STREET PLANTATION KEY, FLORIDA 33070 TEL.(305)743-9036 KEY WEST. FLORIDA 33040 TEL.(305)852-9253 TEL.(305)294.4641 November 1, 1990 Mrs . Sandra Higgs Keys Advertising & Marketing, Inc . Post Office Box 866 Key West, FL 33041 Dear Mrs . Higgs : As you are aware, on October 3, 1990 , the Board of County Commissioners approved the execution of an Agreement with Tinsley Advertising, Inc. Enclosed are two duplicate originals of the sub- ject Agreement, now executed and sealed by all parties . One of these documents should be given to Tinsley; the other is for your own files . Sincerely yours, Danny L. Kolhage Clerk of Circuit Court and ex officio Clerk Board of County Commissioners By: Rosalie L Xhin7olly Deputy C1er Enclosures cc : County Attorney County Administrator Finance Director File AGREEMENT THIS AGREEMENT is entered into this ..'fret day of 1990, by and between Monroe County, a political subdivision of the State of Florida, hereinafter referred to as the "COUNTY" and Tinsley Advertising, Inc, a Florida corporation, hereinafter referred to as the "FIRM". NOW, THEREFORE, for and in consideration of the mutual convenants hereinafter contained, the parties agree as follows: TERM: The term of this Agreement is for a period of thirty-six (36) months commencing October 1, 1990, and terminating September 30, 1993 subject to Section 8 herein. I. SCOPE OF SERVICES: The FIRM will provide the following: A. Develop, recommend, and implement an annual marketing plan for the most effective advertising and promotional program, with strategies especially directed toward: 1. Consumers including and not limited to the State of Florida, the United States, Canada, and the United Kingdom. 2. The travel industry, including travel agents, tour and vacation packagers, including, but not limited to, the United States, Canada, the United Kingdom, and West Germany. 3. Convention and meeting planners. 4. Other population or business segments that will yield the greatest return to Monroe County tourism for advertising dollars expended. B. Create, design, update and produce a program of advertisements to most effectively appeal and target tourists to visit and revisit Monroe County. C. Analyze, develop, and purchase the most efficient and productive media, including, but not limited to, newspapers, magazine, and broadcast. 1 D. Provide and produce the necessary materials for placing advertisements and the production of brochures and related sales materials. E. Develop and coordinate vacation contests sponsored by radio, TV, publications, airlines, attractions, and local hotels to strengthen the Monroe County identity and further support total advertising and publicity activities. F. Develop and coordinate district advertising efforts to enhance the over-all generic campaign while emphasizing district features. G. On-going analysis of data from outside research services to which the firm subscribes, including, but not limited to the following: Mediamark Research Inc. , Simmons, Monroe Mendelsohn, Leading National Advertisers, Publishers Information Bureau, Broadcast Advertisers Report, Arbiton, and Neilson. Custom research as approved by the TDC will be billable at agency's cost plus thirteen and one half (13.5) percent. 2. DETAIL OF AGENCY SERVICES: KEY PERSONNEL: This contract is a personal services contract with personnel so listed. Notice of any change in personnel shall be sent to the Board of County Commissioners and the Tourist Development Council. The principals assigned are the following: 1) Sandra Tinsley, Chairman of the Board 2) Jim Flanagan, President. MINIMUM STAFF PERSONNEL ASSIGNED: 1) Account Manager 2) Account Supervisor 3) Account Executive and additional staff within the normal agency services will be assigned as required. a) Meet with the Monroe County Tourist Development Council ("COUNCIL") at all regularly scheduled meetings of the COUNCIL and at any other times as directed by the COUNCIL. 2 b) The FIRM agrees to, assign an Advertising Account Supervisor who will devote such time and effort as necessary to the account on a priority basis, including full time when required. Duties of the Account Supervisor will include contact as required with the Chairman or Vice- Chairman of the COUNCIL: the Chairman of the Advertising committee or other designee. Other duties include regular visits to major tourism centers throughout Monroe County: consultations with COUNCIL Advisory Committees from the five districts and/or Chambers of Commerce within the Keys as directed by the COUNCIL: participation in, and coordination of, media planning, coordination of production and traffic activities within the FIRM, coordination within the FIRM, coordination liaison with Mail Fulfillment Services on behalf of COUNCIL, and liaison with private sector resorts, attractions and other tourism related fields in Monroe County, as it relates to the development of an effective advertising program for the Florida Keys. c) The FIRM agrees that time is of the essence, and to provide on a timely basis copy and concepts: supervision of tangible materials for media and collateral production, including: radio and television, print, outdoor, direct mail, etc. : traffic and billing of media and collateral production materials. d) Employment of FIRM's knowledge of available media and media research, and normal use of outside media research services to which the FIRM subscribes for the purpose of planning media advertising programs. e) Counsel in the use of special media, marketing, product and consumer research as may be advisable. f) Formulation and recommendation of plans as defined within the Scope of Services. g) Ordering 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, 3 h) Negotiation of special talent fees, with COUNCIL approval: and supervision of talent payments in accordance with trade agreements. 3. FEE STRUCTURE: GENERIC PROGRAM: (a) The agency will bill all gross media, billings which include a 15 % commission, to the firm at a one half (1. 5) percent discount and all net media at cost plus thirteen and one half (13. 5) percent and all collateral material will be charged at cost plus thirteen and one half (13. 5) percent. This will include all generic, district campaigns, umbrella campaigns and event activities. (b) Co-op advertising shall be defined as any advertising dollars, tangible or intangible inkind services that would normally be paid for by the TDC under this contract. Cooperative advertising would include, but not be limited to the following: 1) Corporate sponsorship of events supported by TDC funds 2) Airline cooperative advertising, and 3) Shipping of brochures to Europe by an airline. The agency will be paid a percentage based on the following scale: Up to $100,000 - 10% of co-op Up to $150, 000 - 12% of co-op Up to $250,000 - 14% of co-op Up to $500,000 - 16% of co-op Up to $800,000 - 18% of co-op UP to $1,000,000 - 20% of co-op To be eligible for a co-op payment the co-op vendor must give a certified itemized statement of the value of the co-op advertising. (c) All creative staff time for generic, district, umbrella and event campaigns (Creative Director, Art Director copywriter, Broadcast Producer & Assistants), will be invoiced at prevailing agency rates. (See Exhibit A) 4 4) The FIRM will supply the COUNCIL with production estimates on a per job basis, which will include costs for all radio and television production, artwork, comprehensive, storyboards, still photo, photo editing, and mechanical assembly for media advertising. Additionally, the FIRM will provide services for non-commissionable media such as point-of-sale displays, direct mail, dealer materials, trade displays, brochures, sales meeting materials, etc. , on a project basis. FIRM agrees not to start any project on which the charges herein specified are involved, without estimating costs for preparation, including copy, layout, art, engraving, typography, paste-up and production costs, and such estimates are subject to approval by COUNCIL in writing. The above includes costs of collateral material as well as production of advertisements, but does not include costs incurred in making schedules, promotions, plans, and those items for which no charge in normally made by FIRM. Similarly, COUNTY will not be liable for the payment of any bill for advertising media or production costs unless COUNCIL shall have given prior approval for such advertising or production. Whenever approval of the COUNTY is required pursuant to this Agreement, the approval of the Board of County Commissioners will be required. 5. REIMBURSABLE EXPENDITURES• The COUNTY shall reimburse the FIRM for all approved expenditures and payments made on the COUNTY's account and in addition thereto shall pay the FIRM for its respective services. a) Invoices 1) All invoices submitted by the FIRM to the COUNCIL shall be marked as to which account it is properly chargeable. 2) Normal production costs for specific pre-approved jobs will be submitted for payment at one time upon completion. 3) No percentage will be added to FIRM charges for packaging, shipping, express mail, postage, telephone, telegraph, FAX and travel expenses for FIRM's personnel. 5 4) The FIRM's invoices and statements shall be due and payable within ten (10) days after submission with properly documented backup, referencing Resolution # 397-1990 and as/or amended subject to availability of Tourist Development tax funds administered by the County. Media bills subject to an additional two (2) percent discount are to be paid by the County within ten (10) days of submission by the agency to take advantage of such discounts. MAJOR WORK: The FIRM agrees to render monthly invoices for completed portions of all major work in progress (i.e. television commercial production, audio visual aids, photo shoots, and brochures, etc. , copies of proof of performance at the following stages shall be submitted for approval: Print Production: 1) layout, design and mechanicals (typeset pasted in position) 2) printing or publication Television Audio Visual or Photo Shoot: Progressive billing shall be based on prior approved estimates for same with costs and proper documentation accompanying said invoice. Invoice Reconciliation. Media costs will be billed after tearsheets are received with properly earned discounts credited to the COUNTY. The FIRM shall check, and audit the authenticity of all invoices from publishers for such advertising. The FIRM will reconcile all accounts, and attach tearsheets as proof of proper insertion. FIRM will pay no media until it has received proof of proper performance. COUNTY agrees to pay media and production invoices within the guidelines of the COUNTY's Finance Office upon previous approval by COUNCIL and COUNTY. 6 AGENCY EXPENSES: The Account Supervisor will represent the agency at TDC meetings with travel expenses on behalf of the business of the COUNCIL, shall be by the rates established by Florida Law and County Administrative Orders. Any other representatives of the agency attending TDC meetings must be approved by the Advertising Chairman or Administrative Director. 6. GENERAL PROVISIONS: a) Advertising Agency of Record: The FIRM shall act as the agency of record of the COUNTY/TDC Bed Tax funds for the preparation and placing of all of the latter's advertising, except as mutually agreed otherwise, and for the performance of related or special services as requested by the COUNCIL. b) COUNTY shall indemnify and hold FIRM harmless from any suits, claims, damages, coats, or expenses arising in connection with false, defamatory, or otherwise objectionable advertising material, including material which invades the privacy of individuals, which advertising material has been suggested, ordered, or approved by COUNCIL. FIRM agrees to indemnify and hold harmless against any claim of liability, losses and causes of action which may arise out of the fulfillment of the agreement. It agrees to pay all claims and losses and shall defend all suits filed due to the negligent acts, errors or omissions of its employees and/or agents, including related courts costs. c) Property Rights: The COUNTY shall own and have all rights subject to Screen Actors Guild and American Federation of TV and Radio Artists regulations and talent contracts, to any and all layouts, copy, art work, films and other advertising materials which the FIRM prepared or purchased for the COUNTY's account pursuant to a program, campaign, or project which the COUNCIL has approved in writing, regardless of whether such material was published, displayed, broadcast, distributed or 7 otherwise presented prior to the termination of the Agreement, provided the COUNTY has paid for same in accordance with the provisions of this Agreement. Rejected concepts and layouts will not be charged to COUNTY. (Screen Actors Guild and American Federation of TV and Radio Artists contracts as provided to and maintained on file in the Administrative Office. ) 7. APPROVALS AND CHANGES: The COUNCIL shall have the sole and exclusive right to approve, modify, reject, or cancel any and all plans, proposals, submissions and other work in progress, in which the COUNCIL's directions shall be immediately implemented. However, nothing in this Agreement shall be construed as requiring the FIRM to violate any contractual commitments to media made on the COUNCIL's behalf. All contractual commitments to media require the COUNCIL's prior written approval. The COUNTY shall only be liable for charges approved in writing prior to the FIRM entering into such contractual commitment. 8. TERMINATION; RENEWAL: Either party shall have the right to cancel this Agreement at its sole discretion upon 120 days written notice to the other party. FIRM shall deliver to COUNTY all papers and other material related to the work performed under this contract upon termination thereof. 9. EXCLUSIVE REPRESENTATION: The FIRM agrees that it will not represent any private resort or attraction within Monroe County or any other municipal or County destination in Florida. 10. FIRM shall act at all times herein as independent contractor, and nothing contained herein shall be construed to create the relation of principal and agent or employer and employee, between COUNTY and FIRM. il. DISCLOSURE OF FINANCIAL INTERESTS: The FIRM agrees to disclose within thirty (30) days of the execution of this Agreement any existing financial interest in the business of its suppliers or providers utilized in fulfillment of this Agreement, and shall disclose said interests as they may arise from time to time. 12. LAWS AND REGULATIONS: It shall be understood and agreed that any and all services, materials and equipment shall comply fully with all Local,State and Federal laws and regulations. 8 13. TAXES: The COUNTY/TDC is exempt from Federal Excise and State of Florida Sales Tax. State Sales tax Use Certificate Number is 03000 210354. 14. FINANCIAL CHARGES: The COUNTY/TDC will not be responsible for any finance charges. 15. RELATION OF COUNTY/TDC: It is the intent of the parties hereto that the successful firm shall be legally considered as an independent contractor and that neither he nor his employees shall, under any circumstances, be considered servants or agents of the COUNTY/TDC, and that the COUNTY/TDC shall be at no time legally responsible for any negligence on the part of said successful bidder, his servants or agents, resulting in either bodily or personal injury or property damage to any individual, firm or corporation. 16. DISCLOSURE: The proposer shall be required to list any or all potential conflicts of interest. The proposer shall disclose all actual or proposed conflicts of interest, financial or otherwise, direct or indirect, involving any client's interests which may conflict with the interests of the COUNTY/TDC. 17. LIABILITY: The FIRM will not be held responsible for failure to complete contract due to causes beyond its control including, but not limited to, work stoppage, fires, civil disobedience, riots, rebellions, acts of God and similar occurrences making performance impossible or illegal. 18. ASSIGNMENT: The FIRM shall not assign, transfer, convey, sublet or otherwise dispose of this contract, or of any or all of its right, title or interest therein, or his or its power to execute such contract to any person, company or corporation without prior written consent of the COUNTY. 19. OWNERSHIP: All work performed under the contract shall be the property of the COUNTY/TDC, for whatever use and/or disposition the COUNTY/TDC may deem appropriate subject to SAG and AFTRA regulations and talent contracts. 20. INSURANCE: a) Premises and Operations Liability Insurance including Advertising and Professional Liability insurance. Insurance shall be obtained for premises and operations liability in amounts of not less than $1,000,000 each 9 occurrence and annual aggregate. Advertising and Professional Liability shall be obtained for minimum limits of $1,OOO,OOO each occurrence and $2,000, 000 annual aggregate. E1O coverage of sl, 000,000. Coverage shall be provided on a standard Insurance Services Office (ISO) Comprehensive General Liability Occurrence Form or alternatively on an ISO Commercial General Liability Occurrence Form or their equivalents. Coverage shall specifically include: bodily injury and property damage liability coverage for premises and operations: products and completed operations: and independent contractor's expenses. Coverage shall also be provided for: broad form blanket contractual liability covering this agreement or contract, personal injury liability and broad form property damage liability. b) Worker's Compensation Insurance: Statutory Worker's Compensation coverage including Employers Liability coverage with limits of not less than $100,000 per person, $500,000 per occurrence for accident and $500,000 per person and occurrence for disease. Coverage shall be provided to cover opera- tions in the state of Florida and the Voluntary Compen- sation shall be provided. Coverage for federally enacted benefits shall be proved where applicable. c) General Contract Terms: All insurance policies are required to name the Board of County Commissioners of Monroe County, Florida as Additional Insureds and provide a minimum of thirty (30) days notice in the event of termination, non-renewal or reduction in coverage. Insureds providing coverage(s) must be financially stable and authorized to do business in the state of Florida. Monroe County reserves the right to reject any insurer that it believes to be unacceptable. Waiver of any specific insurance limit, coverage or other term or condition will not waive the remaining requirements of this insurance section. 10 Failure to maintain required insurance coverages in effect will provide Monroe County, Florida with the option of terminating the contract upon ten (10) days written notice to the contractor. d) Certificates of Insurance: The Contractor agrees to furnish Monroe County, Florida with certificates of Insurance policies with sign contracts provided applicable for the full contract term and any extensions thereof as required above. Certificates expiring during the term of the contract shall be replaced with new certificates twenty (20) days prior to the expiration of the original certificates. Complete and certified copies of all insurance con- tracts shall be furnished to Monroe County, Florida if requested. 21. APPLICATION LAW VENUE: This Agreement shall be governed by and construed according to the laws of the State of Florida and all actions brought under or pursuant to this Agreement shall be brought in a court of competent jurisdiction in Monroe County, Florida: provided, however, that the parties agree in writing to amend this section to provide for a binding determination through arbitration. 22. ENTIRE AGREEMENT: AMENDMENT: This writing embodies the entire Agreement and understanding between the parties hereto, and there are not other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. Any amendment to this Agreement shall be in writing recommended by the TDC and approved by the HOCC and signed by both parties. 23. ANTISOLICITATIOH: The FIRM warrants that it has not employed, retained or otherwise had act on its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer of employee. 11 24. SEVERABILITY: If any provision of this Agreement shall be held by a Court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the application of such provision other than those as to which it is invalid or unenforceable, shall not be affected thereby: and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in their names, and seals impressed heroin, by their proper officials, in Monroe and Dade Counties respectively, all as of the day and year first above written. (SEAL) MOHROE COUNTY, FLORIDA Attest:DAUNNY L. ,X01&AGE, Clerk 'aL _ BY_ _ CLE MAYORICHA MANy, .�. /l'G2 SECRETARY PRESIDENT APPROVED A5 T7 rORA4 APIP l.E(n) SF% FWMFNCY. EXH IB TT "A" This proposed Agency compensation package differs from that of prior years in the following manner. 1. All out-of-pocket expenses for media production and materials, and collateral production and printing were charged, per contract, at net cost plus 17.65% commissions, as opposed to a proposed net cost plus 15% commissions. 2. All staff creative time has been invoiced in the past at an hourly rate, as follows: Concept & comprehensive layout $85.00 hr. I Senior Copywriter 75.00 hr. Copywriter 60.00 hr. Senior Art Direction & Supervision 85.00 hr. Art Direction 70.00 hr. IBroadcast Supervision 60.00 hr. Because the Agency strongly believes that the "Just Let Co" campaign I has a shelf life of at least 2 or more years, any additional staff creative efforts for new ads, radio or television commercials, audio/ visual sales and marketing tools, etc. , will be at NO CHARGE. The proposed Agency compensation, as detailed in the preceding financial analysis of the proposed 1990/91 lvertising Budget will cover all Agency Staff Services as follows: Percent of Time Description Name/Title Dept. Allocated to Account of Staff Services Sandra C. Tinsley Sr. Mgmt. 20% Executive Supervision of Chairman Account Management,Creat] Product,Media Strategy ar IAccounting. James P. Flanagan Sr. Mgmt. 10% Executive Supervision of I President Research & Marketing Strategy. Joseph Paige Account Services 80% Supervision of Primary ai Mgmt. Supervisor Secondary Research and Analysis, (in liason with the Agency President & V.P/Media) and Account Management of all Distric Advertising Campaigns. I , Tinsley Advertising -Percent of Time Description Name/Title Dept. Allocated to Account of Staff Services Jim Johnson Account Services 100% Account Management of Account Supervisor Generic Campaign.Respon- sible for total liason between client and agency for creative and media in- put on generic campaign, and trade promotions.Also works in liason with Agency Management Super- vision and Account Ex- ecutive on District Campaigns and Event ad- vertising and promotion. I Tracey Dubin Account Services 100% Client/Agency liason for Account Executive all input on Event Adver- tising and Promotions. Responsible for super- vision of all events. Maureen Cooler Account Services 30% Assistant to Account Account Co-ordinator Supervisor, for internal co-ordination with Creative and Traffic Dept Lauren Quintero Account Services 30% Secretarial services for Secretary Account Management Super visor and Account Super- visor, including typing of internal work orders for Creative, Media and Production Depts. , Clien Conference Reports, Agen Agendas for TDC MeetingE Memorandums to TDC Membe and TDC Administrative offices. Chris Robbie Media Department 15% Media and Market Researi V.P/Media Director and Analysis,and Final Media Strategy. Laurie Nicolaus Media Department 35% Broadcast Planning,Nego Media Planner/Supervisor tiating, Tracking, and Post-Buy Analysis. Cindy Hrutkay Media Department 20% Print Media Negotiating Media Buyer Buying and Checking Tinsley Advertising Percent of Time Description . Name/Title Dept. Allocated to Account of SLaff Services Robin Reineri Media Department 20% Responsible for broadcas Media Assistant placement following the negotiation of same by Planner/Supervisor and expediting all insertior orders to the media and agency traffic 6 account ing depts. Nancy Paul Print Production 15% Supervision of all blact Production Manager and white and 4/color print production, incluc ing obtaining estimates for same for prior apprc by Client.Liason between all print suppliers and creative and account service departments. Kathy Hirsh Traffic 20% Responsible for expedit: Traffic Manager all creative work order; from start to finish,in- eluding shipping of the final product to meet a: media deadlines.Liason with Account Service, Creative Dept. ,Media De Production Dept. and Accounting. Sofie Davis Accounting 20% Supervisor of accounts Accounting Supervisor receivable and payable, and expediting quarterl: acct'g reports, per ages contract with Monroe County.Direct acct'g li with Agency Chairman an TDC Administrative off i Paulina Hidalgo Accounting 20% Responsible for checkin Bookkeeper of all media invoices,a approval of same for pa ment and client invoici Direct liason with agen Media Dept. Tinsley Advertising b •` Percent of Time Description Name/Title Dept. Allocated to Account of Staff Services Frank Prieto Creative As Needed Responsible for final Mecb Artist mechanization of print ads, collateral, etc. Works in liason with Studio Manager. Wally Robson Creative As Needed Final typing of all conv, Secretary creative strategies,memo- randums, etc. Liason with all members of Creative Dept. , Account Service, Traffic and Acct'g Dept. Tinsley Advertising SWORN STATU- 1ENT UNDER SECTION 287.133(3)(a), FLORIDA STATUTES.ES. ON PUBLIC ENTITY CRIMES �.., THIS FOR31 MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICER AUTHORIZED TO ADMINISTER'OATHS. C � 1• This sworn statement is submitted with Bid, Proposal or Contract No. for Advertising & Marketing 2- This sworn statement Is submitted by T i n s l e y A d ve r t i s i n g & Max k e t i n , Inc . [name of entity submitting sworn statement] whose business address is 2660 B r i c k e l l Avenue Florida 33129 and (if applicable) its Federal Employer Identitickdon Number (FEIN) IS 5 9-2 3 5 6115 (If the entity has no FEIN, include the Social Security Number of the individual signing his sworn statement: 3• M name is ) Y S a ndra •C . T i n s l e and my relationship to he [please print name of 1ndivldual slgning] entity named above is C'ha i rman 4• I understand that a "public entity crime* as defined in Paragraph 287.133 1 means a violation of any state or-federal law by a person with respect to and )directly elated to he transaction of business with any public entity or with an agency or political subdivision of any other state or with the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state C or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. S. 1 understand that"convicted'or"conviction'9s defined in Paragraph 287,133(1)(b), means a finding of guilt or a conviction of a public entity crime, with or w _Florida Statutesn adjudication of ithout a guilt, in any federal or state trial court of record relating to ch information after July 1, 1989, as a result of a jury verdict, nonjury or arges br b a plea indictmentof guilty or nolo contendere. trial, or entry ought 6• I understand that an "affiliate" as defined in Paragraph 287.133(1)(a), Florida StaW-t-es means: 1• A predecessor or successor of a person convicted of a public entity crime: or 2. An entity undet the control of any natural person who is active in the management of the entity and 'who has been convicted of a public entity crime. The term "affiliate• includes hose officers, directors, executives,partners,shareholders, employees,members,and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. 7• . understand that a "person' as defined in Paragraph 287.133 1 e to da Statutes, natural person or entity organized under the laws of any state or of the United- States he lega means l power to enter into a binding contract and which bids or applies to bid on contracts for the provision Of goods or services let by a public entity,or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executivep, partners, shareholders, employees, members, and agents who are active in management of an entity. 8• Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. [Please Indicate which statement applles.J x Neither the entity submitting this sworn statement. nor any officers, directors, exectdwz, _ partners, shareholders, employees, members;or agents who are active in management of the entity, nor any affiliate of the entity have-been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or-one or more of the officers, directors, executives, partners,shareholders, employees, members, of agents who are active in management of the entity, or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989, Ada [Please indicate which additional statement applies.] There has been a proceeding concerning the conviction before a hearing•officer of the State of Florida, Division of Administrative Hearings. The final order entered by the hearing officer did not place the person or affiliate on the convicted vendor list. [Please attach a copy of the final order.) The person or affittate was placed on the convicted vendor list. There has been a subsequent proceeding before a hearing officer of the State of Florida, Division of Administrative Hearings. The final order entered by the hearing officer determined that it was in the public interest to remove the person or affiliate from the convicted vendor list. [Please attach a copy of the final order.] �, The person or affiliate has not been placed on the convicted vendor list. [Please describe any action taken by or pending wi the Department of General Services.] [s gnature] ' Da e: /© .�Z � O STATE OF _ � �� COUNTY OF / PER NALLY APPEARED BEFORE ME, the undersigned authority, [name of individual slgningj who, after first being sworn by me, affixed his/her signature in the space provided above on this 4 day o&&Z: 19 *5 My commission expires: NO TAR PUBLIC )Wotwy PAIsc,State of Pori& � my Commiss;,n Expires lean.21, 1993 bonded Thro Troy Fain•Insurance InQ 0 FOrM PUR 7068 (Rev. 11/89) r BOARD OF COUNTY COMMISSIONERS MAYOR Shirley Freeman,District 3 O U N TY oM 0 N RO E Mayor Pro tern Jack London,District 2 Wilhelmina Harvey,District l KEY WEST FLORIDA 33040 Keith Douglass,District 4 (305)294-4641 " Mary Kay Reich,District 5 Monroe County Risk Management 5100 College Road _*' Key West, FL 33040 (305)292-4542 Voice � � (305)292-4564 Fax February 5, 1996 Sandra Tinsley Tinsley Advertising&Marketing 2660 Brickell Avenue Miami, FL 33129 Re: CERTIFICATES OF INSURANCE Dear Ms. Tinsley: Our files indicate that your insurance has expired. Please forward current Certificates of Insurance in compliance with the contract for: ADVERTISING SERVICES TO PROMOTE TOURISM IN MONROE COUNTY To the Risk Management office at above address indicating coverage for the following: Workers Compensation X Expiration Date O1/O1/26 Professional Liability X Expiration Date 12/11/25 Comments: MONROE COUNTY TO BE NAMED ADDITIONAL INSURED ON PROFESSIONAL LIABILITY AND GENERAL LIABILITY Also note that your General Liability policy will expire on 3/25/96, please send a Certificate of Insurance by expiration. If you have any questions, please contact me at the Risk Management office at(305)292-4542. Thank you. Sincerely, ' Kay i ler Risk Management cc: Lynda Stuart tinsley.doc July 27, 1995 Ms. Carol Vail Director of sales and Marketing Doral Golf Resort & spa 4400 N.W. 87th Avenue Miami, Florida 33178 Dear Ms. Vail: It is my great pleasure to recommend Tinsley Advertising to you. it is not an overstatement to say that Tinsley has been vitally instrumental in making The Florida Keys and Key West one of the world's most popular destinations. Their solid strategic focus and creative vision have been an invaluable ingredient in our success. Their flair for promotion and tireless energy have stretched our ad budget by more than $ 1,000,000 through effective relationships with American Airlines, Avis, American Express and many other travel partners. Count on them to do the same for you. Please call me if i can be of service to you. Sincerely, Tim Greene Vice Chairman, Monroe Tourist Development Council CC: S. Tinsley, Chairman, Tinsley Advertising J � J t THE VJM IIW 11(iff WE, .1ith'o-' l'O (' DATE: January 10, 1992 TO: Suzanne Hutton, Assistant County Attorney FROM: Sa"dra Higgs, Administrative Director rq, RE: Insurance Certificate - Tinsley Advertising Enclosed please find two original insurance certificates pertaining to the contract with Tinsley Advertising. Please process sarne according to procedure. If you should have any questions, please do not hesitate to contact our office. Acknowledge r-ceipt:_ Date: � , 0 r 01/0f-,, ICAIF IC ISSUED AS A MATTER OF INFORMATION ONLY AN1) CONFFriS 1 t pp E I 1ci -McK�ever IX S l,e Y1 E', Inc U0 RIT111iS ON NIF CERTIFICATE IlO'-DER- THI$CERTIFICATE DOES NOT AMFN[) Fl agl er St I FYiFIIIS pR AU TFR if IF COVFRArF AFFOFIV D RY THE POLICIES ©FLOW 1� ami FL pp� . 33I35 (305) 6�+2-7170 COMPANIES AFFORDING COVERAGE � F I+ A SEABOARD SURETY COMPANY Tinsley Advertising & Marketing, Inc . � 2660 Brickell Avenue Miami , FL . 33129 lye THIS IS TO CERTIFY TI IAT POuryES OF INSURANCE LISTED nEt OW I LAME BEEN IS$UED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD IfmICATED, NOT'T& fIST AND ING ANY REQUIREMENT, TERM OR CON USI IJN JF ANY C )N I RACT OR OTHER D^CUtitENT V.:T�I RF>PECT TO ti'1HICH THUS CERT?FICATE MAY RF ISSUED QR MAY PFRI N, TIIF INSURANCF AFFORDFI)RY TIIC P(;UC!ES PFgl RMRFD IIFRFIN IS SURTECT TO ALL THE TERMS, EXCLUSIONS, AND CONDI- ' ilr)NS OF SUr IT PT)t HIES YliC IN THOUSANDS r GFN"PAI- LIA[3II_I1Y �J rn U{ � C "yap - " t_ U ar� • � NEW (, SI (M(I) ANY OF TIIF ARr)VF DFSCRIPED POLICIES RE CANCELLED BEFORE THE EX- d RO1r�' ?i (�>slrit'v OP'- SSiOiic,r5 PIRATInF7 fnnTF THEREOF, THE ISSUING COMPANY WILL ENDEAVOR To }ql Of 1',.-1rC'E' �)vT1T y MAIL ] (+A�'- Y✓Rli TEN t70TICE TO THE CFnTIFI(;ATE HOLDER NAMED TO THE -- - I FF T,P;ll FAIL I IRE CC)MAIL­YCIINOTICF 1;HAL[ IMPOSF NOORLIGA710N 0R LIARR_IT Y OP'-1R�: �7Tv:(CE't OF ANY KIND t_r{`ON THE COO IPANY,,IiS,AGENTS OR,FI�PFiFSENTATIVES! A u h vE t, 1`T, 33f)�0 �1I1,,�;j• r', ;I(I'f ',F 11T If' � '! L- ' , l- /. - f . I t. . , I. WILLIAM H. KERDYK, Agent�of Rpcord � cK 1 S,ur i7n i .ld ,�rr IIIIS C;FRTIVI ATF 11 IaS 0 1 /0(1 i 9 1 ,r p C JFD Aq A MAi iFR nF INFORMATION ONLY ArlD G)NFERS EIIiot , McKiever & Stowe, Inc r,oRi(lf<<Su{`()NT)fFCFRT)F)CATFrfo'_DFR TRUSCIFITIFICATFHOESNOTAMFND' 4 -YfVHP nR AT TFR THE COV-RACIF AFFC)RDFD j3Y THE POLICIFS BF!_OW 1 Flagler St, I ami FL , 33135 f I aml30�) �6F L 1 331 COMPANIES AFFORDING COVERAGF- 170 SEABOARD SURETY COMPANY - a�;� Tinsley Advertising & Marketing, Inc , .t 2660 Bri ckel l Avenue F r ' Miami , FL 33129 - - ,�T-r,Ll� !i? � r T I+IS IS TO CERTIFY THAT rOI-ICIES OF rNSURA NCE LISTED REL OW HAVE BEEN ISSHED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD fNDICATED. NOTV.IT FiS TAtJDINC ANY nEC3UIREMENT, TERM OR iCONUI IIG71 CJF ANY CONTRACT OR(JT"FR f-CICI)MENT W:Tff nFSrcCT TO W)flC R ll I)CS CE T!'ICATE tAAY BE ISSuEE) 6n MAY PFRTAM, T(IE INSURANCE AFr oRDED RY TIIF PCUCIFS DFlCRIRFO IIFRFIN IS S`-1BJECT TO AI-L THE TERMS, EXCLUSIONS. AND CONDI- t,?L T IONS OF SD(--I! POL IrCIFS, m - „ c IN T'i0HSANDS I GFrdFRAL LIAa.11_FT Y I All 1� ar 3= J { Uf oY f��(d r % N Y+ hit ijV� t 4 1II l 6i ',:"u� :J.l�;l��,���n.�<� I � �� � a. lu�`r l � _�ir� Ih� • � ,,.� , � i sI I I T I n AN f)F MF ARrwE nr,gCRIBCD POLICIES BE CANCELLED BEFORE TffF Ex- ja�: :�,?Yc� Ui l,Jt;.1 r'�' Cc>r".�l�;i i_iIIC'1"� PIRATI0N nAIF TITFRFOF. THE I>SUINC; COMPANY WILL ENDEAVOR To MAIL 1O PA�17 WRIT rFN NC)TIC F: TO THE CERTIFICATE HOLDER NAMED To TIIF OT I FFi,RH' Fnrl r r I!` (O rAAll.S)JCII rio I ICF CHALL IMPO;F NOOPLIi;ATION OR LIARII_IT Y reTf 1 f) T 1 ?C':. I1L, L'QE C OF ANY KIND UPON THE CpJGIPANY;IrS-AGENTS OR RFIPRESENTATIVES- }'IT, 33040 �M "� WI( LI�'T,M H KERDYK, l�gent a. Record �v M THE F KEYS &KEY WEST--"' :� Key Largo,Islamorada, Marathon, Lower Keys, Key West DATE: January 10, 1992 TO: Suzanne Hutton, Assistant County Attorney FROM: Sandra Higgs, Administrative Directo4 RE Insurance Certificate - Tinsley Advertising Enclosed please find two original insurance certificates pertaining to the contract with Tinsley Advertising. Please process same according to procedure. If you should have any questions, please do not hesitate to contact our office. Acknowledge receipt:_ a' "'" Date: �-- Enclosures (2) Percent of Time Description Name/Title Dept. Allocated to Account of Staff Services Robin Reineri Media Department 20% Responsible for broadca Media Assistant placement following the negotiation of same by Planner/Supervisor and expediting all insertic orders to the media anc agency traffic b accour ing depts. Nancy Paul Print Production 15% Supervision of all blac Production Manager and white and 4/color print production, inch ing obtaining estimate! for same for prior app by Client.Liason betw& all print suppliers an creative and account service departments. Kathy Hirsh Traffic 20% Responsible for expedi Traffic Manager all creative work orde from start to finish,i eluding shipping of th final product to meet media deadlines.Liason with Account Service, Creative Dept. ,Media D Production Dept. and Accounting. Sofie Davis Accounting 20% Supervisor of accounts Accounting Supervisor receivable and payable and expediting quarter acct'g reports, per ag contract with Monroe County.Direct acct'g 1 with Agency Chairman a TDC Administrative off Paulina Hidalgo Accounting 20% Responsible for cheeks Bookkeeper of all media invoices, approval of same for p ment and client invoic Direct liason with age Media Dept. Tinsley Advertising Name/Title Dept, Percent of Time Description Allocated to Account of Staff Services Frank Prieto Creative As Needed Responsible for final Mech Artist mechanization of print ads, collateral, etc. Works in liason with Studio Manager. Wally Robson Creative As Needed Final typing of all conv, Secretary creative strategies,memo- randums, etc. Liason witl all members of Creative Dept. , Account Service, Traffic and Acct'g Dept. I Tinsley Advertising f Percent of Time Description Name/Title Dept. Allocated to Account of Staff Services Jim Johnson Account Services 100% Account Management of Account Supervisor Generic Campaign.Respon- sible for total liason between client and agenc for creative and media i put on generic campaign, and trade promotions.Als works in liason with Agency Management Super- vision and Account Ex- ecutive on District Campaigns and Event ad- vertising and promotion. Tracey Dubin Account Services 100% Client/Agency liason foi Account Executive all input on Event Advei tising and Promotions. Responsible for super- vision of all events. Maureen Cooler Account Services 30% Assistant to Account Account Co-ordinator Supervisor, for interna co-ordination with Creative and Traffic De Lauren Quintero Account Services 30% Secretarial services f( Account Management Sup( Secretary visor and Account Super visor, including typinj of internal work order: for Creative, Media an, Production Depts. , Cli Conference Reports, Ag Agendas for TDC Meetin Memorandums to TDC Item and TDC Administrative offices. Chris Robbie Media Department 15% Media and Market Resee V.P/Media Director and Analysis,and final Media Strategy. Laurie Nicolaus Media Department 35% Broadcast Planning,NeF Media Planner/Supervisor tiating, Tracking, an( Post-Buy Analysis. Cindy Hrutkay Media Department 20% Print Media Negotiatir Media Buyer Buying and Checking Tinsley Advertising r EXH IB 1T "A" t This proposed Agency compensation package differs from that c prior years in the following manner. 1. All out-of-pocket expenses for media production and materials, and collateral prodtction and printing were charged, per contract, at net .cost plus 17.65% commissions, as opposed to a proposed net cost plus 15% commissions. 2. All staff creative time has been invoiced in the past at an hourly rate, as follows: Concept & comprehensive layout $85.00 hr. Senior Copywriter 75.00 hr. Copywriter 60.00 hr. Senior Art Direction & Supervision 85.00 hr. Art Direction 70.00 hr. Broadcast Supervision 60.00 hr. Because the Agency strongly believes that the "Just Let Go" campaign t has a shelf life of at least 2 or more years, any additional staff ` creative efforts for new ads, radio or television commercials, audio/ visual sales and marketing tools, etc. , will be at NO CHARGE. The proposed Agency compensation, as detailed in the preceding financial analysis of the proposed 1990/91 lvertising Budget will cover all Agency Staff Services as follows: Percent of Time Description Name/Title Dept. Allocated to Account of Staff Services Sandra C. Tinsley Sr. Mgmt. 20% Executive Supervision of Chairman Account Management,Creat Product,Media Strategy a Accounting. James P. Flanagan Sr. Mgmt. 10% Executive Supervision of President Research & Marketing Strategy. Joseph Paige Account Services 80% Supervision of Primary Mgmt. Supervisor Secondary Research and Analysis, (in liason witf the Agency President & V.P/Media) and Account Management of all Distr? Advertising Campaigns. Tinsley Advertising AGREEMENT THIS AGREEMENT is entered into this day of 1990, by and between Monroe County, a political subdivision of the State of Florida, hereinafter referred to as the "COUNTY" and Tinsley Advertising, Inc. a Florida corporation, hereinafter referred to as the "FIRM". NOW, THEREFORE, for and in consideration of the mutual convenants hereinafter contained, the parties agree as follows: TERM: The term of this Agreement is for a period of thirty-six (36) months commencing October 1, 1990, and terminating September 30, 1993 subject to Section 8 herein. I. SCOPE OF SERVICES: The FIRM will provide the following: A. Develop, recommend, and implement an annual marketing plan for the most effective advertising and promotional program, with strategies especially directed toward: 1. Consumers including and not limited to the State of Florida, the United States, Canada, and the United Kingdom. 2. The travel industry, including travel agents, tour and vacation packagers, including, but not limited to, the United States, Canada, the United Kingdom, and West Germany. 3. Convention and meeting planners. 4. Other population or business segments that will yield the greatest return to Monroe County tourism for ldvertising dollars expended. B. Create, design, update and produce a program of advertisements to most effectively appeal and target tourists to visit and revisit Monroe County. C. Analyze, develop, and purchase the most efficient and productive media, including, but not limited to, newspapers, magazine, and broadcast. 1 D. Provide and produce the necessary materials for placing advertisements and the production of brochures and related sales materials. E. Develop and coordinate vacation contests sponsored by radio, TV, publications, airlines, attractions, and local hotels to strengthen the Monroe County identity and further support total advertising and publicity activities. F. Develop and coordinate district advertising efforts to enhance the over-all generic campaign while emphasizing district features. G. On-going analysis of data from outside research services to which the firm subscribes, including, but not limited to the following: Mediamark Research Inc. , Simmons, Monroe Mendelsohn, Leading National Advertisers, : Publishers Information Bureau, Broadcast Advertisers Report, Arbiton, and Neilson. Custom research as approved by the TDC will be billable at agency's cost plus thirteen and one half (13.5) percent. 2. DETAIL OF AGENCY SERVICES: KEY PERSONNEL: This contract is a personal services contract with personnel so listed. Notice of any change in personnel shall be sent to the Board of County Commissioners and the Tourist Development Council. The principals assigned are the followings 1) Sandra Tinsley, Chairman of the Board 2) Jim Flanagan, President. MINIMUM STAFF PERSONNEL ASSIGNEDs 1) Account Manager 2) Account Supervisor 3) Account Executive and additional staffjwithin the normal agency services will be assigned as required. a) Meet with the Monroe County Tourist Development Council ("COUNCIL") at all regularly scheduled meetings of the COUNCIL and at any other times an directed by the COUNCIL. 2 b) The FIRM agrees to assign an Advertising Account Supervisor who will devote such time and effort as necessary to the account on a priority basis, including full time when required. Duties of the Account Supervisor will include contact as required with the Chairman or Vice- Chairman of the COUNCILS the Chairman of the Advertising committee or other designee. Other duties include regular visits to mayor tourism centers throughout Monroe County: consultations with COUNCIL Advisory, Committees from the five districts and/or Chambers of Commerce within the Keys as directed by the COUNCIL: participation in, and coordination of, media planning, coordination of production and traffic activities within the FIRM, coordination within the FIRM, coordination liaison with Mail Fulfillment Services on behalf of COUNCIL, and liaison with private sector resorts, attractions and other tourism related fields in Monroe County, as it relates to the development of an effective advertising program for the Florida Keys. c) The FIRM agrees that time is of the essence, and to provide on a timely basis copy and concepts: supervision of tangible materials for media and collateral production, including: radio and television, print, outdoor, direct mail, etc. ) traffic and billing of media and collateral production materials. d) Employment of FIRM's knowledge of available media and media research, and normal use of outside media research services to which the FIRM subscribes for the purpose of t planning media advertising programs. t, 4) Counsel in the use of special media, marketing, product and consumer research as may be advisable. f) Formulation and recommendation of plans as defined within the Scope of Services. g) Ordering 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. 3 h) Negotiation of special talent fees, with COUNCIL approval; and supervision of talent payments in accordance with trade agreements. 3. FEE STRUCTURE: GENERIC PROGRAM: (a) The agency will bill all gross media, billings which include a 15 h commission, to the firm at a one half (1.5) percent discount and all net media at cost plus thirteen and one half (13.5) percent and all collateral material will be charged at cost plus thirteen and one half (13.5) percent. This will include all generic, district campaigns, umbrella campaigns and event activities. (b) Co-op advertising shall be defined as any advertising dollars, tangible or intangible inkind services that would normally be paid for by the TDC under this contract. Cooperative advertising would include, but not be limited to the following: 1) Corporate sponsorship of events supported by TDC funds 2) Airline cooperative advertising, and 3) Shipping of brochures to Europe by an airline. The agency will be paid a percentage based on the following scale: Up to $100,000 - 10% of co-op Up to $150,000 - 12% of co-op Up to $250,000 - 14% of co-op Up to $500,000 - 16% of co-op iIUp to $800,000 - 18% of co-op UP to $1,000,000 - 20% of co-op To be ;pligible for a co-op payment the co-op vendor must give a certified itemized statement of the value of the co-op advertising. (c) All creative staff time for generic, district, umbrella and event campaigns (Creative Director, Ate Director copywriter, Broadcast Producer & Assistants), will be invoiced at prevailing agency rates. (See Exhibit A) 4 4) The FIRM will supply the COUNCIL with production estimates on a per job basis, which will include costs for all radio and television production, artwork, comprehensive, storyboards, still photo, photo editing, and mechanical assembly for media advertising. Additionally, the FIRM will provide services for non-commissionable media such as point-of-sale displays, direct mail, dealer materials, trade displays, brochures, sales meeting materials, etc. , on a project basis. FIRM agrees not to start any project on which the charges herein specified are involved, without estimating coats for preparation, including copy, layout, art, engraving, typography, paste-up and production costs, and such estimates are subject to approval by COUNCIL in writing. The above includes costs of collateral material as well as production of advertisements, but does not include costs incurred in making schedules, promotions, plans, and those items for which no charge in normally made by FIRM. Similarly, COUNTY will not be liable for the payment 'of any bill for advertising media or production costs unless COUNCIL shall have given prior approval for such advertising or production. Whenever approval of the COUNTY is required pursuant to this Agreement, the approval of the Board of County Commissioners will be required. 5. REIMBURSABLE EXPENDITURES: The COUNTY shall reimburse the FIRM for all approved expenditures and payments made on the COUNTY's account and in addition thereto shall pay the FIRM for its respective services. a) Invoices 1) All invoices submitted by the FIRM to the COUNCIL shall be marked as to which account it is rproperly chargeable. 2) Normal production costs for specific pre-approved Yjobs will be submitted for Payment at one time upon completion. 3) No percentage will be added to FIRM charges for packaging, shipping, express Mail, Pciltage, telephone, telegraph, FAX and travel expenses for FIRM's personnel. 5 4) The FIRM's invoices and statements shall be due and payable within ten (10) days after submission with properly documented backup, referencing Resolution 397-1990 and as/or amended subject to availability of Tourist Development tax funds administered by the County. Media bills subject to an additional two (2) percent discount are to be paid by the County within ten (10) days of submission by the agency to take advantage of such discounts. MAJOR WORK: The FIRM agrees to render monthly invoices for completed portions Of all major work in progress (i.e. television commercial production, audio visual aids, photo shoots, and brochures, etc. , copies of proof of performance at the following stages shall be submitted for approval: Print Production: 1) layout, design and mechanicals (typeset pasted in position) 2) printing or publication Television. Audio Visual or Photo Shoot: Progressive billing shall be based on prior approved estimates for same with costs and proper documentation accompanying said invoice. Invoice Reconciliation. Media costs will be billed after tearsheets are received with properly earned discounts credited to the COUNTY. The FIRM shall check, and audit the authenticity of all invoices from publishers for such advertising. The FIRM will reconcile all accounts, t and attach tearsheets as proof of proper insertion. F`IR will pay no media until it has received proof of proper performance. COUNTY agrees to pay media and production invoices within the guidelines of the COUNTY's Finance Office upon previous approval by COUNCIL and COUNTY, 6 otherwise presented prior to the termination of the Agreement, provided the COUNTY has paid for same in accordance with the provisions of this Agreement. Rejected concepts and layouts will not be charged to COUNTY. (Screen Actors Guild and American Federation of TV and Radio Artists contracts as provided to and maintained on file in the Administrative Office. ) 7. APPROVALS AND CHANGES: The COUNCIL shall have the sole and exclusive right to approve, modify, reject, or cancel any and all plans, proposals, submissions and other work in progress, in which the COUNCIL's directions shall be immediately implemented. However, nothing in this Agreement shall be construed as requiring the FIRM to violate any contractual commitments to media made on the COUNCIL's behalf. All contractual commitments to media require the COUNCIL's prior written approval. The COUNTY shall only be liable for charges approved in writing prior to the FIRM entering into such contractual commitment. 8. TERMINATIONS RENEWAL: Either party shall have the right to cancel this Agreement at its sole discretion upon 120 days written notice to the other party. FIRM shall deliver to COUNTY all papers and other material related to the work performed under this contract upon termination thereof. 9. EXCLUSIVE REPRESENTATION: The FIRM agrees that it will not represent any private resort or attraction within Monroe County or any other municipal or County destination in Florida. 10. FIRM shall act at all times herein as independent contractor, and nothing contained herein shall be construed to create the relation of principal and agent or employer and employee, between COUNTY and FIRM. t 11. DISCLOSURE OF FINANCIAL INTERESTS: The FIRM agrees to disclose within thirty (30) days of the execution of this Agreement any existing financial interest in the business of its suppliers or providers utilized in fulfillment of this Agreement, and shall disclose said interests as they may arise from time to time. 12. LAWS AND REGULATIONS: It shall be understood and agreed that any and all services, materials and equipment shall comply fully with all Local, State and Federal laws and regulations, 8 AGENCY EXPENSES: The Account Supervisor will represent the agency at TDC meetings with travel expenses on behalf of the business of the COUNCIL, shall be by the rates established by Florida Law and County Administrative Orders. Any other representatives of the agency attending TDC meetings must be approved by the Advertising Chairman or Administrative Director. 6. GENERAL PROVISIONS: a} Advertising Agency of Record: The FIRM shall act as the agency of record of the COUNTY/TDC Bed Tax funds for the preparation and placing of all of the latter's advertising, except as mutually agreed otherwise, and for the performance of related or special services as requested by the COUNCIL. b} COUNTY shall indemnify and hold FIRM harmless from any suits, claims, damages, costs, or expenses arising in connection with false, defamatory, or otherwise objectionable advertising material, including material which invades the privacy of individuals, which advertising material has been suggested, ordered, or approved by COUNCIL. FIRM agrees to indemnify and hold harmless against any claim of liability, losses and causes of action which may arise out of the fulfillment of the agreement. It agrees to pay all claims and losses and shall defend all suits filed due to the negligent acts, errors or omissions of its employees and/or agents, including related courts costs. c} property Rights: The COUNTY shall own and have all t rights subject to Screen Actors Guild and American Fede,Ta,tion of TV and Radio Artists regulations and talent contracts, to any and all layouts, copy, art work, films and other advertising materials which the FIRM prepared or purchased for the COUNTY's account pursuant to a Program, campaign, or project which the COUNCIL has approved in writing, regardless of whether much material was published, displayed, broadcast, distributed or 7 13. TAXES: The COUNTY/TDC is exempt from Federal Excise and State of Florida Sales Tax. State Sales tax Use Certificate Number is 03000 210354. 14. FINANCIAL CHARGES: The COUNTY/TDC will not be responsible for any finance charges. 15. RELATION OF COUNTY/TDC: It is the intent of the parties hereto that the successful firm shall be legally considered as an independent contractor and that neither he nor his employees shall, under any circumstances, be considered servants or agents of the COUNTY/TDC, and that the COUNTY/TDC shall be at no time legally responsible for any negligence on the part of said successful bidder, his servants or agents, resulting in either bodily or personal injury or property damage to any individual, firm or corporation. 16. DISCLOSURE: The proposer shall be required to list any or all potential conflicts of interest. The proposer shall disclose all actual or proposed conflicts of interest, financial or otherwise, i direct or indirect, involving any client's interests which may conflict with the interests of the COUNTY/TDC. 17 LIABILITY: The FIRM will not be held responsible for failure to complete contract due to causes beyond its control including, but not limited to, work stoppage, fires, civil disobedience, riots, rebellions, acts of God and similar occurrences making performance impossible or illegal. 18. ASSIGNMENT: The FIRM shall not assign, transfer, convey, sublet or otherwise dispose of this contract, or of any or all of its right, title or interest therein, or his or its power to execute such contract to any person, company or corporation without prior written consent of the COUNTY. 19. OWNERSHIP: All work performed under the contract shall be the property of the COUNTY/TDC, for whatever use and/or disposition the COUNTY/TDC may deem appropriate subject to SAG and AFTRA regulations and talent contracts. 20. INSURANCE: a) Premises and Operations Liability Insurance including Advertising and Professional Liability insurance. Insurance shall be obtained for premises and operations liability in amounts of not less than $1,O0O,000 each 9 occurrence and annual aggregate. Advertising and Professional Liability shall be obtained for minimum limits of S1,000,000 each occurrence and $2,000,000 annual aggregate. E!0 coverage of $1,000,000. Coverage shall be provided on a standard Insurance Services Office (ISO) Comprehensive General Liability Occurrence Form or alternatively on an ISO Commercial General Liability Occurrence Form or their equivalents. Coverage shall specifically include: bodily injury and property damage liability coverage for premises and operations; products and completed operations; and independent contractor's expenses. Coverage shall also be provided for: broad form blanket contractual liability covering this agreement or contract, personal injury liability and broad form property damage liability. b) Worker's Compensation Insurance: Statutory Worker's Compensation coverage including Employers Liability coverage with limits of not less than $100,000 per person, $500,000 per occurrence for accident and $500,000 per person and occurrence for disease. Coverage shall be provided to cover opera- tions in the state of Florida and the Voluntary Compen- sation shall be provided. Coverage for federally enacted benefits shall be proved where applicable. c) General Contract Terma: All insurance policies are required to name the Hoard of County Commissioners of Monroe County, Florida as Additional Insureds and prodide a minimum of thirty (30) days notice in the event,jof termination, non-renewal or reduction in 7 coverage. Insureds providing coverage(s) must be financially stable and authorized to do business in the state of Florida. Monroe County reserves the right to reject any insurer that it believes to be unacceptable. Waiver of any specific insurance limit, coverage or other term or condition will not waive the remaining requirements of this insurance section. 10 Failure to maintain required insurance coverages in effect will provide Monroe County, Florida with the option of terminating the contract upon ten (10) days written notice to the contractor. d) Certificates of Insurance: The Contractor agrees to furnish Monroe County, Florida with certificates of Insurance policies with sign contracts provided applicable for the full contract term and any extensions thereof as required above. Certificates expiring during the term of the contract shall be replaced with new certificates twenty (20) days prior to the expiration of the original certificates. Complete and certified copies of all insurance con- tracts shall be furnished to Monroe County, Florida if requested. 21. APPLICATION LAW VENUE: This Agreement shall be governed by and construed according to the laws of the State of Florida and all actions brought under or pursuant to this Agreement shall be brought in a court: of competent jurisdiction in Monroe County, Florida: provided, however, that the parties agree in writing to amend this section to provide for a binding determination through arbitration. 22. ENTIRE AGREEMENT; AMENDMENT: This writing embodies the entire Agreement and understanding between the parties hereto, and there are not other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. Any amendment to this Agreement shall be in writing recommended by the TDC and approved by the BOCC and signed by both parties. 23. { ANTISOLICITATION: The FIRM warrants that it has not employed, reta ned or otherwise had act on its behalf any former County officer or employee subject to the prohibition of Section 2 of Ordinance No. 010-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 010-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer of employee. 11 24. SEVERABILITY: If any provision of this Agreement shall be held by a Court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement, or the application of such provision other than those as to which it is invalid or unenforceable, shall not be affected thereby; and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in their names, and' seals impressed heroin, by their proper officials, in Monroe and Dade Counties respectively, all as of the day and year first above written. (SEAL) MONROE COUNTY, FLORIDA Attest:DANNY 4 K012HAGE, Clerk BY CLE MAYORlCHA MA �+ SECRETARY PRESIDENT APPROVED A5 TO FORA,' ANP tfr-v stirtiCIENCY. 1