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Item D1 D1 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE �� i Mayor Holly Merrill Raschein,District 5 The Florida Keys Mayor Pro Tern James K.Scholl,District 3 Craig Cates,District 1 Michelle Lincoln,District 2 ' David Rice,District 4 Board of County Commissioners Meeting March 20, 2024 Agenda Item Number: D1 2023-2216 BULK ITEM: Yes DEPARTMENT: Tourist Development Council TIME APPROXIMATE: STAFF CONTACT: Christine Limbert No. AGENDA ITEM WORDING: Approval of Second Amendment to Agreement with Underwood Martell, Inc. d/b/a Tinsley Advertising & Marketing, Inc. to add a provision for Task Orders to be issued for special projects as assigned. ITEM BACKGROUND: The County and Underwood Martell, Inc., doing business as Tinsley Advertising & Marketing, Inc. (hereinafter called the "Contractor") entered into an Advertising Agency Agreement on July 21, 2021 ("Agreement") for professional advertising services, which includes consulting advice relating to the Monroe County Tourist Development Council ("TDC") marketing and promotion of tourism. The County and Contractor entered into an First Amendment to Agreement on February 21, 2024 to revise the agreement to allow for attendance at the annual Florida Governor's Conference and other conventions, trade shows, conferences, and events as approved by the TDC and to prepare and submit Flagler Award entries. This Amendment seeks to amend the Agreement to add a provision for Task Orders to be issued for special projects which shall include and outline the scope of the services, the total amount of payment for said scope of services for the work as assigned to the Contractor; PREVIOUS RELEVANT BOCC ACTION: Agreement was approved on July 21, 2021. First Amendment was approved February 21, 2024. INSURANCE REQUIRED: Yes CONTRACT/AGREEMENT CHANGES: Amend the Agreement to add a provision for Task Orders to be issued for special projects which shall include and outline the scope of the services,the total amount of payment for said scope of services for the work as assigned to the Contractor. 1324 STAFF RECOMMENDATION: Approval DOCUMENTATION: 2nd Amendment Tinsley to add TO provision-signed.pdf 2024 02 COI Tinsley Signed exp 3 25 2024.pdf FINANCIAL IMPACT: This Amendment has no financial impact. 1325 SECOND AMENDMENT TO AGREEMENT THIS SECOND AMENDMENT TO AGREEMENT, is made and entered into this 20th day of March 2024, by and between Monroe County, Florida, (hereinafter called the "County"), and Underwood Martell, Inc., doing business as Tinsley Advertising & Marketing, Inc. (hereinafter called the"Contractor"). WHEREAS, the County and Contractor entered into an Advertising Agency Agreement on July 21, 2021 ("Agreement")for professional advertising services,which includes consulting advice relating to the Monroe County Tourist Development Council ("TDC") marketing and promotion of tourism, and WHEREAS, the County and Contractor entered into an First Amendment to Agreement on February 21, 2024 to revise the agreement to allow for attendance at the annual Florida Governor's Conference and other conventions, trade shows, conferences, and events as approved by the TDC and to prepare and submit Flagler Award entries; and WHEREAS, this Amendment seeks to amend the Agreement to add a provision for Task Orders to be issued for special projects which shall include and outline the scope of the services, the total amount of payment for said scope of services for the work as assigned to the Contractor; NOW,THEREFORE,in consideration of the mutual covenants contained herein the parties agree to amend the Agreement as follows: 1. Paragraph 2 S c o p e o f S e r v i c e s shall be revised to add the following: P. Special projects assigned to the Contractor shall be documented in the form of a Task Order and processed as noted in the attached"sample", which shall include and outline the scope of services and the amount to be paid for completion of the scope of services. The Task Order shall be approved by the TDC or the BOCC depending upon the amount of Task Order. 2. The remaining provisions of the Agreement dated July 21, 2021, as amended February 21, 2024, shall remain in full force and effect. THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK Amendment#2 Tinsley Contract#: 2609 1326 IN WITNESS WHEREOF,each party caused the Task Order to be executed by Its duly authorized representative. (SEAL) Board of County Commissioners Attest-Kevin Madok,Clerk of Monroe County As Deputy Clerk Mina yor/Chainnan Tinsley Adve sing nd Mark in By.. Ch 'ecutive /,7J 7- i Name Date-J Ni TWO WffN E�Sfs PriniIName- 1print Name Date: Data: MONROE COUNTY ATFORKEY AkPPR?V4 D AS T L&22��� CHRISTME UMBERT-BARROWS ASS I STANT VW2�MRNEY DATE Amendment42 Tlinsley Contract#:2609 ............................ ................. ............ 1327 (Sample) TASK ORDER FOR SPECIAL PROJECT FOR (Insert Special Project title) PROJECT In accordance with the Agreement for Advertising Services for the Tourist Development Council (TDC) made and entered on the 21st day of July 2021 between Monroe County, FL hereinafter referred to as the "County" and Underwood Martell, Inc., doing business as Tinsley Advertising & Marketing, Inc. (hereinafter called the "Contractor' or"Consultant"). All terms and conditions of the referenced Agreement for Advertising Services apply to the Task Order, unless the Task Order modifies an Article of the Agreement of which will be specifically referenced in this Task Order and the modification shall be precisely described. In accordance with Paragraph 2. P. of the Agreement this Task Order sets forth the effective date, completion period, scope of work and payment details for completion of this special project. Effective Date and Completion Period This Task Order is effective on the_ Day of 202_(insert date). The project shall be completed within (insert days) days. Scope of Services The scope of services will include: Insert Scope of Services Compensation The Consultant shall be paid a dollars and cents (insert written amount of compensation) ($ (insert numerical amount of compensation) upon completion of the scope of services set forth above. (Note: Remove from final Task order- If payment needs to be made in installments, then the scope of services shall be set forth in phases to allow for payment for completion at each phase of the scope of services) Note: Task Orders of$100,000 or less shall be approved by the TDC. Task Orders of$100,000.01 or more shall be approved by the BOCC. (If 100,000 or less) Approved by the TDC at their meeting held on (insert date) If$100,000.01 or more, include the below signature page and place on BOCC agenda for approval: Amendment#2 Tinsley Contract#: 2609 1328 IN WITNESS WHEREOF, each party caused the Task Order to be executed by its duly authorized representative. (SEAL) Board of County Commissioners Attest: Kevin Madok, Clerk of Monroe County As Deputy Clerk Mayor/Chairman Tinsley Advertising and Marketing, Inc. By: Chief Executive Officer Print Name Date ( IIII 114l 'III III IIII IIII (1) (2) (1) (2) Print Name Print Name Date: Date: Amendment#2 Tinsley Contract#: 2609 1329 TINSADV-01 NVALLE ACORO"° CERTIFICATE OF LIABILITY INSURANCE DATE(M/202YYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Elliott McKiever&Stowe NAME: Butler,Buckley,Deets,Inc. PHONE FAX 6505 Blue Lagoon Dr Suite 250 (A/C,No,Ext): (A/C,No): Miami,FL 33126 E-MAIL Istowe@bbdins.com INSURERS AFFORDING COVERAGE NAIC# INSURERA:LIBERTY MUTUAL INS CO 23043 INSURED INSURERB:AXIs Insurance Company ADM 37273 TINSLEY ADVERTISING MARKETING INSURER 7 2000 S Dixie Hwy,Ste 201 INSURER D: Miami,FL 33133 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MMIDD/YYYY MMIDD/YYYY A COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE X OCCUR BZS 24 66002877 3/25/2023 3/25/2024 DAMAGE TO RENTED 1,000,000 X ( ) PREMISES Ea occurrence $ APPROVED BY RISK MANAGEMENT MED EXP(Any oneperson) $ 15,000 PERSONAL&ADV INJURY $ Excluded GEN'L AGGREGATE LIMIT APPLIES PER: DATE 2 (1 �7/202`t� ,,rr GENERAL AGGREGATE $ 2,000,000 ❑ PRO- ❑ 2,000,000 X POLICY JECT LOC WAIVER N/A YES PRODUCTS-COMP/OPAGG $ OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ ANY AUTO X BZS(24)66002877 3/25/2023 3/25/2024 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 EXCESS LIAB CLAIMS-MADE USO(24)66002877 3/25/2023 3/25/2024 AGGREGATE $ 1,000,000 DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ B Occurrence Prof.Liability P-001-000244665-04 2/11/2023 1/11/2024 Each claim 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) MONROE COUNTY BOCC IS ADDED AS AN ADDIONAL INSURED WITH REGARD TO GENERAL LIABILITY AND AUTOMOBILE INSUANCE. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE MONROE COUNTY BOCC INSURANCE COMPLIANCE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. P.O.BOX 100085-FX Duluth,GA 30096 AUTHORIZED REPRESENTATIVE ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights res----' The ACORD name and logo are registered marks of ACORD 1330