Item D05 D5
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
May 15, 2024
Agenda Item Number: D5
2023-2458
BULK ITEM: Yes DEPARTMENT: Tourist Development Council
TIME APPROXIMATE: STAFF CONTACT: Ammie Machan 305-296-1552
N/A
AGENDA ITEM WORDING: Approval of 3rd Amendment to Agreement with Underwood Martell,
Inc. d/b/a Tinsley Advertising & Marketing to exercise the option to extend the Agreement for an
additional two (2)year period to September 30, 2026.
ITEM BACKGROUND:
TDC approved at their meeting of April 30, 2024
PREVIOUS RELEVANT BOCC ACTION:
BOCC approved original Agreement at their meeting of July 21, 2021 and amendments to Agreement at
their meetings of February 21, 2024 and March 20, 2024
INSURANCE REQUIRED:
Yes
CONTRACT/AGREEMENT CHANGES:
Amendment to Extend Agreement
STAFF RECOMMENDATION: Approval
Staff recommends to extend the agreement and not to rebid the services at this time. This
recommendation is based upon the following;
1) There is not sufficient time to rebid these services prior to the expiration of this agreement in
September of 2024, especially if we sought to procure a consultant to assist in the rebid of these services
2)Additionally, the search for a TDC director is underway and his/her expertise may be helpful in
developing the parameters for the scope and bidding of these services and may negate the need to seek a
consultant when these services are rebid,
3) The competitive solicitation for the agency of record contracted services (Advertising, Public
Relations and Website Consultants) are purposely staggered to allow for a phased implementation of
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new vendors if necessary. We do this to avoid any potential disruption in the transitions occurring with
all of these services at one time. We will be rebidding the public relations services prior to the
expiration of their agreement in September of 2025 and it is preferred that this competitive solicitation
timeline be maintained to allow for staggered rebid of the agency of record services and
4) The Clerk's audit of Tinsley Advertising identified no major issues with this contractor or the
services they provide to the County.
DOCUMENTATION:
Tinnley Amendment and Original Agree ent.pdf
FINANCIAL IMPACT:
115-75033 116-76065 116-76662 116-76665 119-79020
115-75011 116-76660 116-76663 117-77020 120-70020
115-75022 116-76661 116-76664 118-78020 121-71020
Insurance to be provided after BOCC approval
1392
GREEMENT
WTH 3rd AMENDMENT TO AGREEMENT, is made and entered into
this day of �14— , 2024 by and between Monroe County,
Flor a,(hereinafter called the"County"),and Underwood Martell,Inc.,doing
business as Tinsley Advertising & Marketing, Inc. (hereinafter called the
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 aFirst
Amendment to Agreement on February 21.2U24hw revise the agreement nm
allow for attendance atthe annual Florida Governor's Conference and other
conventions,trade shows,conferences,and events am approved by the TDC
and hx prepare and submit Fkng|er Award entries; and
WHEREAS, the County and Contractor entered into a Second
Agreement to Agreement on K4onob2U. 2O24toadd m provision for Task
Orders toUe 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 au assigned,hm the Contractor;and
WHEREAS,the Agreement expires on September 8O.2O24,and there
is an option to extend the Agreement for um additional two (2) year period;
and
WHEREAS, the parties wish to exercise the option to extend the
Agreement for anmdditione&twm(2)year period;and
NOW,T |n consideration of the mutual covenants
contained herein the parties agree to amend the Agreement as follows:
z Paragraph 1d the Agreement shall bm revised to read:Term:This
Agreement shall expire on September 30,2026
2- The remaining provisionswftbeAgmementda0adJuly21. 2O21'
and amended February 21.2U24.and March on.2oz4.shall remain
im full force and effect,
Tinsley Advertising-s11Amendment
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IN WITNESS WHEREOF,the parties have set their hands and seal on the day and year
first above written..
(SEAL) Board of County Commissioners
,Attest: Kevin Madok,Clerk of Monroe County
As Deputy Clerk � � Mayor/Chairman
h19NROC COUNTY ATTORNEY
aAPE%GYu¢„17AS TOFO
Tinsley YtiSing nd r J'" Inc. CHRISSIN6 LIMBLTNBARROWS
ASSISTANT COUNTY ATTORNEY
DATE _4L..9/Z4............
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Print Name
Date: �d1�
4NDTWOWjT'N SES
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Print Name /Print Name
Dane: � -� � Date:
Tinsley Advertising—3'Amendment
11)#P2609
1394
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 op e o f S e ry 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
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ItUy�TNESS WHEREOF,each party caused the Task Order to be executed by its duly authorized
� epffle bntative.
gyp,+`{Sl Board of County Commissioners
Y Attest EG In adok,Clerk of Monroe County
h �"As[?eputy l"e �`- Mayor/ irman
Tinsley'`Adve sing nd Market n ,
By: x
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rit Name Dato
AND TWO WITI' tg;s'''
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Print Name Print blame
Date: _ �' l Date:
MONROE COUNTY ATTORNEY
PPft 1£D AS TO FOB
CHRISTINE LIMBERT•BARROWS
ASSISTANT CS)I.pdJY2ATTORNEY
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Amendment#l2
Tinsley l C)
Contract#t:2609 e "`
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(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
1397
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
1398
FIRST AMENDMENT TO ADVERTISING AGENCY AGREEMENT
THIS FIRST AMENDMENT TO AGREEMENT, is made and entered into this 21 st
day of February 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").
WITNESSETH:
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 Governor's Conference on Tourism is held annually and is one of
VISIT FLORIDA'S events which is an educational conference for the Florida tourism
industry. This event brings together tourism industry professionals, advertising agencies,
travel experts and state leaders to explore the latest trends and opportunities for the
tourism industry; and
WHEREAS, the Contractor has attended this event for more than 25 years as the
County's advertising agency and regards it as a show case of all Destination Marketing
Organizations (DMOs) and attractions in the State of Florida to learn more about the
travel industry in Florida and as well as travel trends, and VISIT FLORIDA co-op program
etc. which assist Contractor in better promotion of the Florida Keys and Key West; and
WHEREAS, The Flagler Awards is an annual statewide competition recognizing
outstanding Florida tourism marketing and the awards ceremony is part of the Governor's
Conference on Tourism. The program was created by VISIT FLORIDA to honor the
countless individuals and organizations that help position Florida as the No. 1 travel
destination in the world. Each year the Flagler Awards pay tribute to the determined
efforts of those who use their skill, resourcefulness, creativity and innovative spirit to
market Florida to the world. At the direction of the TDC's Marketing Director, entries have
been prepared and submitted by Contractor which has resulted in winning entries
awarded to the TDC; and
WHEREAS, Contractor also attends other conventions, trade shows and
conferences as approved by the TDC or TDC's Marketing Director which will allow for the
Contractor to better promote the Florida Keys and Key West, as the TDC's exclusive
advertising agency; and
WHEREAS, the Agreement did not specifically include these services and
participation in these events in the scope of services listed in the Agreement; and
1399
WHEREAS, County desires to enter into this Amendment to the Agreement to
allow for these services to continue and to revise the scope of services, compensation
and reimbursement contract provisions to include these services and costs;
NOW THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as follows:
1. Amend Paragraph 2. Scope of Services to add the following:
N. The Contractor shall attend the annual Florida Governor's Conference on
Tourism. The Contractor shall attend conventions, trade shows, conferences and
other events as approved by the TDC which are deemed to assist the Contractor
in performance of the advertising services set forth in this Agreement.
O. The Contractor shall prepare and submit Flagler award entries, as directed by
the Marketing Director. The Contractor shall be compensated for its time to create
and submit the Flagler award entries and for the entry fee.
2. Amend Paragraph 3. Compensation to add the following:
E. VISIT FLORIDA Governor's Conference on Tourism & Flagler awards and
other events as approved by the TDC:
1) Contractor shall be reimbursed for travel costs to and from the VISIT FLORIDA
annual Governor's Conference on Tourism, including travel, lodging, mileage, per
diem in accordance with Monroe County Codes and Policies. The Contractor shall
be reimbursed for the Registration/Conference Fee.
No time will be charged, and no compensation shall be paid for attendance at any
convention, trade show, conference or other event. Travel expenses are regulated
by the Monroe County Code Sec. 2-106 to 2-112 and adequate documentation
must be provided by Contractor, including but not limited to the exact dates of
travel, lodging, mileage, costs. If the TDC approves Contractor's attendance at
other conventions, trade shows, conferences and events, the Contractor shall be
reimbursed for travel, lodging, milage, per diem, and registration fees.
2) Flagler Awards: The Contractor shall be compensated for time to create,
prepare and submit entries. The Contractor shall also be reimbursed for the entry
fee charged by VISIT FLORIDA. The Contractor's time shall be invoiced in
accordance with the hourly rates as set forth below:
Creative Director - $180.00
Senior Copywriter - $175.00
Copywriter - $140.00
Senior Art Director - $165.00
Broadcast Supervision - $120.00
Computer Artist- $145.00
Traffic Supervisor - $135.00
Amendment to Advertising Agreement
I D#2609
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ADVERTISING AGENCY AGREEMENT
THIS AGREEMENT ("Agreement"), made and entered into this 21st day of
July , 2021, by and between Monroe County, Florida, (hereinafter called the
"County"), and Underwood Bartell, Inc., doing business as Tinsley Advertising &
Marketing, Inc. (hereinafter called the "Contractor").
WITNESSETH:
WHEREAS, the County issued a Request for Proposals ("RFP) for professional
advertising services, which includes consulting advice relating;: to the Monroe County
Tourist Development Council ("TDC") marketing and promotion of tourism, and
WHEREAS, Contractor was the sole proposer to the RFP-, and
WHIEREAS, Contractor been furnishing quality professional advertising services
which promote tourism for thirty-five (35) years and is otherwise qualified to provide the
services; and
WHEREAS, the Monroe County TDC, an advisory board to the County's Board of
County Commissioners ("BOCC"), has, recommended to the County that a new
Agreement for advertising services be entered into with Contractor, and
WHEREAS, County desires to enter into this Agreement for advertising services
with the Contractor-,
NOW THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree as, follows:
1. Term: The term of this Agreement is for a period of three (3) years beginning on
October 1, 2021 and expiring on September 30, 2024. The County shall heave an option
to extend this Agreement for one (1) additional two (2) year period.
2. 'Scope of Services: The Contractor will serve as the exclusive full-service,
advertising agency for the TDC, and will provide advertising services for the County as
provided in this Section 2 and Section 3 (the "Scope of Services"). The Contractor and
the advertising programs are subject to review by the Monroe County TDC,
A. Key PersonneL This Agreement is a, professional service Agreement
with expectation that principal personnel performing the services are those personnel
listed. Notice of any change in the following personnel shall be sent to the TDC. The
principals assigned are the following-.
1) John Underwoodl, Chief Executive Officer
2) Dorn Martell', Chief Creative Officer
3) Danielle Salman, Account Supervisor
Advertising Agreement FY 2022
IN 2609
MINIMUM STAFF PERSONNEL ASSIGNED:
1) Account Supervisor„ approved by the Chairperson of the TDC
and Marketingi Director
2) Senior Account Executive; Account Coordinator and ad6tionial
staff within the normal services will be assigned as required'.
B. At Ileast one (1) of the principals shall meet with the Monroe County
TDC at all regularly scheduled meetings of the TDC, the Advisory and Umbrella
Committees, and at any other times as directed by the TDC upon written notice to the
Contractor. For purposes of this section written notice can be provided by email rather
than the formal notice procedure as set forth in Section 16 below.
C. Contractor agrees to assiign an advertising Account Supervisor who
will devote such time and effort as necessary to the account on a priority basis:, including
full time when required. Duties of the Account Supervisor will include contact as required
with the Chairperson or Vice-chairperson of the TDC, Marketing Director or other
designee. Other duties include regular consultation visits throughout Monroe County;
consultations with TDC Advisory Committees within The Florida (Keys & Key West (the
"Florida Keys"), and interfacing with other agencies of record such as Public Relations
and website provider as directed by the TDC; participation in, and coordination of, media
planning- coordination of production and traffic activities with the Contractor, coordination,
of and liaison with mail fulfillment services on behalf of the TD,C; and liaison with private
sector resorts, attractions and other tourism related fields in the County, relating to the
development of an effective advertisingi progiram for the Florida, Keys,
D. Contractor agrees, that time is, of the essence, and to provide on a
timely basis, copy and concepts and supervision of tangible materials for media and
colilateral production materials, including: radio and television, print, digital/mobifle, social,
website, outdooir, direct mail or any such technology which may be employed to further
the objectives of the TDC; traffic and billing of media and collateral production materials.
E. Contractor shall provide materials for the design and creative content
of the County's website upon request of the TDC website provider. Notwithstanding
anything herein to the contrary, retouchiing and imiagie compositing for website creative
materials (existing video and photography owned by the TDC that the agency has
produced) are not included and willl be bulled at Contractor's standard rates.
F. Contractor shall emiploy its knowledge of available miedia and media
research:, and normal use of out-sourced media research services to which the Contractor
subscribes for the purpose of planning media advertising programs.
G. Contractor shall counsel the TDC/County in the use of special media,
marketing, prodluct and consumer research as may be advisable,
Advertising Agreement FY 2022
IN 2609
2
H. Contractor shall formulate and recommend media plans based on
written objectives established within the TDC marketilng plan which shall be reviewed on
an annual basis.
I. Contractor shall order media space, time or other means of media to
be used, endeavoring to secure the most advantageous rates avaiilable, checking aind
verifying such media use, auditing and paying invoices to media.
J. Contractor shall negotiate special talent fees in accordance with
trade contracts to be more inclusive of total work and keep costs to a minimum.
K. Contractor may establish Agreements with sub-contractors for
production, traffic and other marketing services.
L. Contractor shall obtain written pre-approval on all advertising, media
buys, production and materials from the TDC Marketing Director or the TDC Chairperson.
M. Contractor shall have, alil media and production expense accounts
placed on individual purchase orders. All invoices shall have the proper purchase order
number. No invoice willl be paid unless account funds are available. No invoices will be
paid outside the advertising budget without TD,C approval.
3. 'Compensation: Compensation shall, be paid, subject to availability of Tourist
Development Tax Funds and approved purchase orders, as follows:
A. Media Placement:
1) Contractor shall be compensated for media placement at the net
cost to Contractor plius Fifteen percent (15%) commission, upon
receipt and proof of payment of media invoices with affidavits
and/or tear sheets, screenshots, etc. Net rate is the actual
negotiated paid cost for media placement to the vendor without
any markup costs. This will include alil generic and district
campaigns, cultural, fishing and diving umbrella campaigns, and
all co-op advertising placement. Co-op advertising is established
to provide lodging accommodations and other tourist related
businesses within the County an opportunity to buy into TDC
advertisements at a cost-effective rate.
2) Contractor shall be reimbursed for projects designated as special
projects approved by the TDC at actual costs,, plus Fifteen
percent (15%), the total not to exceed the amount budgeted by
the TDC.
3) In the event of a catastrophe for the County and/or for South
Florida, such as a hurricane or other business interruption, and
subject to the provisions in: paragraph 33, Force Majeure, or other
Advertising Agreement FY 2022
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crisis management situation, the Contractor shall confer with the
TDC Marketing Director and/or TDC Chairperson and perform
the same types of services described in this Agreement. The
Contractor also agrees that it will have protocol (see Exhibit A) in
place for any catastrophe affecting the Contractor's base of
operations, i.e. safeguarding of all official photography and film;
facilities and equipment available; staff availability and all other
vital material relative to the continued marketing of the Florida
Keys. In addition, the Contractor will ensure the ability to cancel
existing media and produce and place ongoing media.
4) Contractor shall prioritize local talent and sub-contraictors for
production, and other marketing services when appropriate,
B. Reimbursable Expenditures: The County shall reimburse the
Contractor for all approved expenditures and payments made on the, County's behalf for
media placement subject to state and County rules and regulations. The Contractor shall
submit invoices with supporting documentation that is acceptable to the Monroe County
Office of the Clerk of Court and Comptroller ("County Clerk"). Acceptability to the County
Clerk is based on Accepted Accounting Principles and such laws, rules, and regulations
as may govern the County Clerk's disbuirsai of funds. Packaging, shipping, express mail,
postage, legal expenses on behalf of County, and travel expense for Contractor's
personnel shall be considered reimbursable expenses, subject to County's approval.
Travel expenses of approved personnel on behalf of the business of the TDC shall be
compensated at the rates established by Florida law and County law and policy.
C. Invoices:
1) AIII invoices submitted by the Contractor to the TDC shall have
the proper purchase order number and be marked as to which
account is properly chargeable,
2) Normal production costs for specific pre-approved jobs will] be
submitted for payment at one time upon completion. The
Contractor is encouraged to use in-county vendors to supply
services wherever plossibIe, and when the local vendors are able
to supply goods or services that are at least equivalent to the
quality of goods and services of out-of-county vendors and meet
the needs of the TDC and the County. To that end, the
Contractor understands and agrees that in any project the
Contractor, if requested, may need to prepare and submit a
production budget for approval by the TDC Marketing
Director. This budget would include a breakdown of expenses,by
category and the name of each vendor or subcontractor
proposed for each category.
Advertising Agreement FY 2022
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3) No percentage will be added to Contractor charges for
packaging, shlppinig, express mail, postage, telephone, legal fees
and services and travel expenses for Contractor's personnel.
4) The Contractor's invoices and statements shall be payable by
County according to the Florida Local Government Prompt
Payment Act.
5) Contractor may seek reimbursement for media placed but then
not run due to declared emergency, pursuant to Section 29,
D. Production Charges:
1) The Fifteen percent (15%) commission on the net media
placement budget covers the cost of: Contractor senior
management services, account management services, media
services, accounting services and staff creative development
services for Generic, DAC, Event and Umbrella advertising as,
follows:
(a) Existing newspaper campaign ads, including: revised layout,
new copy/copy revisions, art direction, traffic & production
supervision. Note- computer artists:, color copies, retouching,
image composilting and digital proofs are not included.
(b) All new co-op newspaper ads including- concepts and
comprehensive layouts, copy/copy revisions, art direction,
traffic & production supervision. Note: computer artists, color
copies, retouching, image composiiting and dlg:ital proofs are
not included.
(c) Existing magazine ads, including- revised layout, new
copy/copy revisions, art direction, traffic & production
supervision. Mote: computer artists, color copies not included,
retouching, image compositing and digital proofs are not
included.
(d) Existing digital/miobil;e marketing aids, including: revised
format, new copy/copy revisions, art direction, traffic &
production supervision. Note: computer artists, color copies,
retouching, image composting and digital proofs are not
included.
(e) Minor revisions to existing television and radio (such as new
supers/titles, sponsorship logios, etc.).
Advertising Agreement FY 2022
ID#2�609
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2) Creative Services Not Included: staff creative development
services for media, and collateral materials, ii.e,; photo shoots/TV
shoots/podcast videos, editing television commercials,
videos/infomercials, point of sale materials, new magazine
campaigns, new newspaper campaigns, new digital/mobile
campaigns:, direct mail, new brochures and major revisions to
existing brochures will be estimated and prior approval obtained
for each project at the following hourly rates:
Creative Director - $180.00
Concepts and Comprehensive Layouts - $11175.00
Senior Copywriter- $175.00
Copywriter - $140.00
Senior Art Direction & Supervision - $165.00,
Broadcast Supervision - $120.001
Computer Artist- $145,00
Traffic & Production Supervision - $135.00
3) Out of pocket expenses for creative development are
reimbursable at cost plus Fourteen percent (114%) and may
include, but are not limited to, the following
Photographers and Assistants
Film Production Crew
Editing Facilities & Services
Audio Recording Facilities
Models/Actors/Voice-over Talent
Four-Color Film (for print pubs)
Stock Photo Search and Usage Fees
SAG and AFTRA Residuals
TV Duipes, Radio Dupes, etc.
Printing
Media and Collateral Materials
Application development and/or programming
The County and the TDC assume no liability to fund this Agreement for an amount in
excess of this award, Payment for expenditures permissible by law and County policiies
shall be miade through reimbursement to Contractor upon presentation of invoices,, and
other documentation necessary to support a claim for reimbursement. The County's
performance and obligation to pay under this Agreement is contingent upon an annual
appropriation by the Board of County Commissioners.
E. The County determines its annual media and advertising budget
("Advertising Budget"), each Fiscal Year (October 1 to September 30) for the Scope of
Services based upon the projected County's Tourist Development Tax Funds ("Budget"),
including the projected Tourist Development Tax Funds for the Generic Advertising
Advertising Agreement FY 2022
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("Generic Budget"), each District ("DAC Budget") aind the Fishing, Diving and Cultural
Umbrella ("Umbrella Budget") as allocated in each specific line item/east center/project
number. The County understands and acknowledges that the Contractor relies upon the
Advertising Budget that is adopted each Fiscal Year to determine its anticipated
compensation and income under this Agreement especially as this is an exclusive agency
agreement. The County further understands that the Contractor performs a substantial
portion of the scope of work prior to the placement of advertising and the Contractor
develops a media plan which outlines the work performed by the Contractor prior to the
placement of advertising. The Contractor understands and acknowledges that the
Advertising Budget may be cut duriing the County's Fiscal Year due to Uncontrollable
Circumstances that effect the County's tax revenue and projected Budget, Generic
Budget, DAC budget and Umbrella Budget, The Contractor understands, that if the
Budget, DAC Budget, or Umbrella Budget does not have sufficient funds to pay the
Contractor due to an Uncontrollable Circumstance(s), the County does not have the
obligation or ability to pay the Contractor. If the Advertising Budget set for each Fiscal
Year is reduced due to a declared emergency and when, sufficient funds are available
within that Fiscal Year, the County agrees to pay to Contractor at the end of each Fiscal
Year a seven and one-half percent (7.5%) commission for the work performed on the
planning and placement on media that is planned, as demonstrated iin the Contractor's
media plan, but not placed due to a reduction in the Advertising Budget or a declared
emergency,
Invoices relating,to a reduction in advertising or a declared emergency must be submitted
to the TDC administrative office no later than ten (10) business days after the end of the
fiscal year (September 30"),
4. Contractor's Acceptance of Conditions: The Contractor hereby agrees to carefully
examine the Scope of Services and assumes full: responsibility therefore. Under no
circumstances, conditions or situations shall this Agreement be more strongly construed
against the County than against the Contractor.
a) Any ambiguity or uncertainty in the Scope of Services shall be interpreted and
construed by the County, and the County's decision shall be final and binding upon
all parties.
b) The passing, approval and/or acceptance by the County of any of the :services
furnished by the Contractor shall not operate as a waiver by the County of strict
compliance with the terms of this Agreement. Failure on the part of the Contractor
to immediately correct default after a Notice to Correct the default, shall! entitle
the County, if it sees fit, to correct the same and recover the reasonable cost of
such replacement and/or repair from the Contractor, who in any event shall be
jointly and severely liable to, the County for all damage, loss and expense caused
to the County by reason, of the Contractor's breach of this Agreement and/or his
failure to comply strictly and in all things with this Agreement and with the
specifications.
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c) The Contractor agrees that the TDC may designate representatives to visit the
Contractor's facility(ies) periodically to conduct random open file evaluations
during the Contractor's normal business hours.
d) The Contractor warrants that it has, and shall maintain throughout the term of this
Agreement, appropriate licenses and permits required to conduct its business, and
that it will at all times conduct its business activities in a reputable manner. Proof
of such licenses and permits shall be submitted to the County upon request.
5. Advertising Agency of Record: The County appoints Contractor (i) as the TD,C's
exclusive advertising and marketing agency and sole media purchaser, and (fl) as the
sole agency of record in connection with the products and/or services of the TDC as
described in the Scope of Services, during the term of this Agreement. Contractor shall
act as the agency of record for preparation and placement of the County's TDC
advertising using "bed tax" funds except as otherwise mutually agreed upon. Contractor
shall perform related or special services as requested by the TDC. Contractor shall be
the sole entity charged with the responsibi'llity of preparing and placing advertising and
purchasing media with respect to the TDC.
& Exclusive Representation- Contractor agrees that it will not represent any private
resort or attraction within Monroe County, Florida, or other county or, city destinations, or
direct marketing organization (DMO)within the State of Florida without the prior approval
of the TDC and the County, during the term of this Agreement. Notwithstanding the
foregoing, the Contractor may create and be compensated for print and video materials,,
including, but not limited to, concepts and photography, for businesses, resorts and
attractions in the County as part of the Co-op Advertising Program and other County
programs.
7, Contractor's Financial Records and Right to Audit: Contractor shall maintain all
books, records and documents directly pertinent to performance under this,Agreement in
accordance with generally accepted accounting principles consistently applied. Each
party to this Agreement or their authorized representatives shalll have reasonable and
timely access to such records of each other party to this Agreement for public records
purposes,during the term of the Agreement and for four(4)years following the termination
of this Agreement. if an auditor employed by the County or Clerk determines that monies
paid to the Contractor pursuant to this Agreement were spent for purposes not authorized
by this Agreement, the contractor shall repay the monies together with interest calculated
pursuant to Sec, 55.03, Florida Statute, running from the date the monies were paid to
Contractor.
Right to Audit Availability of Records. The records of the parties to this, Agreement
relating to the Scope of Services, which shall include but not be limited to accountiing
records, (hard copy, as well as computer readable, data if it can be imade available;
subcontract files (including proposals of successful and unsuccessful bidders, bid recaps,
bidding instructions, bidders list, etc.); original estimates; estimating work sheets;
correspondence, change order files (including documentation covering negotiated
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settlements), backcharge logs and supporting docum,enitation, general ledger entries
detailing cash and trade discounts earned, iins,urance rebates and dividends. any other
supporting evidence deemed necessary by County or the County Clerk to substantiate
charges related to this agreement, and all other agreements, sources of information and
matters that may in County's or the County Clerk's reasonable judgment have any
bearing on or pertain to any matters, rights, duties or obligations, under or covered by any
contract document (all foregoing hereinafter referred to as "Records") shall be open to
inspection and subject to audit and/or reproduction by County's representative and/or
agents or the County Clerk. County or County Clerk may also conduct verifications such
as, but not limited to, counting employees at the job site, witnessing the distribution of
payroll, verifying payroll computations,, overhead computations, observing vendor and
supplier payments, miscellaneous allocations, special charges, verifying information and
amounts through interviews and 'written confirmations with employees, subcontractors,
suppliers, and Contractor's representatives. All records shall be kept for ten (10 ) years
after Final Completion of the Scope of Services/Project. The County Clerk possesses
the independent authority to conduct an audit of Records, assets, and activities relating
to, this Scope of Services. If any auditor employed by the County or County Clerk
determines that monies paid to Contractor pursuant to this Agreement were spent for
purposes not authorized by this Agreement, the Contractor shall repay the monies
together with interest calculated pursuant to Section 55.03, F.S., running form the date,
the moniies were paid to Contractor. The right to audit provisions survives the termination
of expiration of this Agreement.
8. Public Records Compliance: Contractor must comiply with Florida public records
laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I
of the Constitution of Florida. The County and Contractor shall allow and permit
reasonable access to, and inspection of, all documents, records:, papers, letters or other
.'public record" materials in its possession or under its control subject to the provisions of
Chapter 119, Florida Statutes, and made or received by the County and Contractor in
conjunction with this contract and related to contract performance. The County shall have
the right to unilaterally cancel this contract upon violation of this provision by the
Contractor. Failure of the Contractor to abide by the terms of this provision shall be
deemed a material breach of this contract and the County may enforce the terms of this
provision in the form of a court proceeding, and shall/, as a prevailing party, be entitled to
reimbursement of all attorney's fees and costs associated with that proceeding. This
provision shall survive any termination or expiration of the contract.
The Contractor is encouraged to consult with its advisors about Florida Public Records
Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and
conditions of this contract, the Contractor is required to:
(1) Keep and maintain public records that would be required by the County to perform
the service.
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(2) Upon receipt from the County's custodian of records, provide the County with a
copy of the requested records or allow the records to be inspected or copied withiin a
reasonable time at a cost that does not exceed the cost provided in, this chapter or as
otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and following completion of the contract if the contractor
does not transfer the records to the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public
records, in possession of the Contractor or keep and maintain public records that would
be required by the County to perform the service. If the Contractor transfers all public
records to the County upon completion of the contract, the Contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the Contractor keeps and maintains public records upon
completion of the contract, the Contractor shall meet all, applicable requirements for
retaining public records. AIII records stored electronically must be provided to the County,
upon request from the County's custodian of records, in a format that is compatible with
the informiation technology systems of the County.
(5) A request to inspect or copy public records relating to a County contract must be
made directly to the County, but if the County does not possess the requested records,
the County shall immediately notify the Contractor of the request, and the Contractor must
provide the records to the County or allow the records to be inspected or copied'! within, a
reasonable time.
If the Contractor does not comply with the County's request for records, the County shall
enforce the public records contract provisions in accordance with the contract,
notwithstanding the County's option and right to unilaterally cancel this contract upon
violation of this provision by the Contractor. A Contractor who fails to provide the public
records to the County or pursuant to a valid public records request within a reasonable
time may be subject to penalties under section'!19.10, Florida Statutes.
The Contractor shalil not transfer custody, release, alter, destroy or otherwise dispose of
any publ�ic records unless or otherwise provided in this provision or as otherwise provided
by law.
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, .....,FLORIDA STATUTES------TO THE
,CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS,,
BRIAN BRADLEY AT PHONE NUMBER 305-292-3470 BRADLEY-
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BRIAN a-MON ROEC OU NTY-F L.GOV, MONROE COUNTY ATTORNEYI'S
OFFICE, 1111 12 TH STREET, SUITE 408, KEY WEST, FL 33040,
9. 'Hold Harmless: The Contractor covenants and agrees to indemnify and hold
harmless the County and the TUC from any and all claims for bodily injury (including
death), personal injury and property damage (including property owned by the County)
and any other losses, damages and expenses (including attorney's fees)which arise out
of, in connection with, or by reason of services provided by the Contractor or any of its
subcontractors, iin any tier, occasioned by the negligence, errors or other wrongful act of
omission of the Contractor or its subcontractors in any tier, their employees or agents.
10. Independent Contractor- At all times andl for all purposes under this Agreement
the Contractor is an independent contractor and not an employee of the County. No
statement contained in this Agreement shall be construed so as to find the Contractor or
any of his employees, contractors, servants or agents to be employees of the County.
11. 'Nondiscrimination: County and Contractor agree that there will be no
discrimination against any person:, and it is expressly understood that upon a
determination by a court of competent jurisdiction that discrimination has occurred, this
Agreement automatically terminates without any further action on the, part of any party,
effective the date of the court order. County or Contractor agree to comply with all Federal
and Florida statutes, and all local ordinances, as, applicable, relating to nionid iscrim i nation.
These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-
352) which prohibits discrimination on the basis of race, color or national origin; 2) Title
IX of the Education Amendment of 1972, as amended (20 'USC ss. 1681-1683, and 1685
1686), which prohibits discrimination on the basis of sex-, 3) Section 504 of the
Rehabilitation Act of 1973, as, amended (20 USC s. 794), which prohibits discrimination
on the basis of handicaps; 4) The Age Discrimination Act of 1975„ as amiended (42 USC
ss. 6101-6107) which prohibits discrimination on the basis of age-, 5) The Drug Abuse
Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination
on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism
Prevention, Treatment and Rehabilitation Act of 19,70 (PL 91-616), as amended, relating
to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health
Service Act of 1912', ss. 523 and 527 (42 USC ss. 690dd-3 and 290,ee-3), as amended,
relating to confidentiality of alcohol and drug abuse patient records,- 8)Title VI I I of the Civil
Rights Act of 1968 (42 'USC ss. 36011 et seq.), as amended, relating to nondiscrimination
in the sale, rental or financings of housing; 9) TheAmericans with Disabilities Act of 1990
(42 USC s. 12101 Nolte), as maybe amended from time to time, relating to
nondiscrimination on the basis, of disability 10) Monroe County Code Chapter 14, Article
li, which prohibits discrimination on the basis of race, color, sex, religion, national origin,
ancestry, sexual orientation, gender identity or expression, familial status or age,- 11) any
other nondiscrimination provisions in any Federal or state statutes which may apply to the
parties to, or the subject matter of, this Agreement.
12. Assignment/Subcontract: The Contractor shall not assign or subcontract its
oblliga,tionis under this Agreement, except in writing and with the prior written approval of
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the County and Contractor, which approval shall be subject to such conditions, and
provisions as the County may deem necessary. This paragraph shall be incorporated by
reference into any assignment or subcontract and any assignee, or subcontractor shall
comply with all of the provisions of this Agreement.
13. Compliance with Law: In providing all services/goods pursuant to this Agreement,
the Contractor shall abide by all statutes, or6nances, rules and regulations pertaining to,
or regulating the provisions of, such services, iincluding those now in effect and
hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations
shall constitute a material breach of this Agreement and shall entitle the County to
terminate this Agreement immediately upon delivery of written notice of termination to the
Contractor. The Contractor shall possess, proper licenses to perform work in accordance
with these specifications throughout the term of this Agreement.
14. Disclosure and Conflict of Interest- The Contractor represents that it, its directors,
principles and employees, presently have no interest and shall acquire no interest, either
direct or indirect, which would conflict in any manner with the performance of services
required by this Agreemenit, as provided in Sect. 1112.311, et seq., Florida Statutes,
County agrees that officers and employees of the County recoginize and will be required
to comply with the standards of conduct for public officers and employees as delineated
in Section 112.313, Florida Statutes, regarding, but snot limited to, solicitation or
acceptance of gifts; doing business with one's agency; unauthorized comipensation;
misuse of public position, conflicting, employment or contractual relationship; and
disclosure or use of certain information,.
'Upon execution of this Agreement, and thereafter as changes may require, the
Contractor shall notify the County of any financial interest it may have iin any and all
programs in the County which the Contractor sponsors, endorses, recommends,
supervises or requires for counselinigi, assistance, evaluation,or treatment. This provision
shall apply whether or not such program is required by statute, as a condition of
probation, or is provided on a voluntary basis,
The, County and Contractor warrant that, in respect to itself, it has neither employed nor
retained any company or person, other than a bona fide employee working solely for it,
to solicit or secure this Agreement and that it has not paid or agreed to pay any person,
company, corporation, individual or Contractor, other than a bona fide employee working
solely for it, any fee, commission, percentage, gift or other consideration, contingent upon
or resulting from the award or making of this, Agreement. For the breach or violation of
the provision, the Contractor agrees that the County shall have the right to terminate this
Agreement without liability and, at its, discretion, to offset from monies owed, or otherwise
recover the full amount of such fee, commission, percentage, gift or consideration.
15. Arrears.-. The Contractor shall not pledge the Couinty's credit or make it a guarantor
of payment or surety for any agreement, debt, obligation, judgment, lien or any form of
indebtedness. The Contractor, further warrants and represents that it has no obligation
or indebtedness that would impair its ability to fulfill the terms of this Agreement,
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16. Notice Requirement- Any notice required or permitted under this Agreement shall
be in writing and hand delivered or mailed, postage prepaid, to the other party by certified
mail, return receipt requested, to the following:
FOR TDC: Stacey Mitchell and Maxine Pacini
Monroe County TDC
1 201 White Street#102
Key West, FL 33040
FOR COUNTY: Christine Limbert-Barrows,
Assistant County Attorney
PO Box 1026
Key West, FL 33041-1026
FOR CONTRACTOR John Underwood and Dorn Martell
Tinsley Advertising and Marketing, Inc.
2000 South Dixie Highway
Suite 105B
Miami, FL 33133
17. Taxes: The County is exempt from payment of Florida State Sales and Use taxes.
The Contractor shall not be exempted by virtue of the County's exemption, from paying
sales tax to its suppliers for materials used to fulfill its obligations under this Agreement,
nor is the Contractor authorized to use the County's Tax Exemption Number in securing
such: materials. The Contractor shall be responsible for any and all taxes, or payments
of withholding, related to services rendered under this Agreement.
118. Termination:
a) The County may termiinate this Agreement for cause with seven (7) days' notice
to the Contractor. Cause shall constitute a breach of the obligations of the
Contractor to perform the services enumerated as the Contractor's obligations
under this Agreement,
b) Either of the parties hereto may terminate this Agreement without cause by giving
the other party one hundred and twenty (120) days written notice of its intention to
do so.
c) For Contracts of any amount, if the County determines that the Contractor has
submitted a false certification under Section 287.135(5), Florida Statutes or has
been placed on the Scrutinized Companies that Boycott Israel List, or is engaged
in a boycott of Israel, the County shall have the option of (1) terminating the
Agreement after it has given the Contractor/ written notice and an opportunity to
demonstrate the County's determination of false certification was in error pursuant
to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the
conditions of Section 287.135(4), Florida Statutes, are met.
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d) For Contracts of $11,0i00,000 or more, if the County determines that the
Contractor/Consultant submitted a false certification under Section 287.135(5),
Florida Statutes, or if the Contractor has been placed on the Scrutinized
Companies with Activities in the Sudan List, the Scrutinized Companies with
Activities in the Iran Petroleum Energy Sector List, or been engaged in business
operations in, Cuba or Syria, the County shall have the option of (1) termiinating
the Agreement after it has, given the Contractor written notice and an opportunity
to demionstrate the County's determination of false certification was in error
pursuant to Section 287.135(5)(a), Florida Statutes, or (2), maintaining! the
Agreement if the conditions of Section 287.135(4), Florida Statutes, are met.
19. Governinin Law, Venue, Interpretation, Costs and Fees:
a) This Agreement shall be governed by and construed in accordance with! the laws
of the State of Florida applicable to agreements made and to be performed e!ntirelly
in the State.
b) In the event that any cause of action or administrative proceeding is instituted for
the enforcement or interpretation of this Agreement, the County and Contractor
agree that venue will lie in the appropriate court or before the appropriate
administrative body in Monroe County, Florida.
c) The County and Contractor agree that, in the event of conflicting interpretations of
the terms or a term, of this Agreement by or between any of them, the issue shall
be submitted to mediation prior to the institution,of any other administrative or legal
proceeding.
d) Severability. If any term, covenant, condition or provision of this Agreement (or
the application thereof to any circumstance or person) shall be declared invalid or
unenforceable to any extent by a court of competent jurisdiction, the remaining
terms, covenants, conditions and provisions of this Agreement, shall not be
affected thereby; and each remaining term, covenant, condition and provision of
this Agreement shall be valid and shall be enforceable to the fullest extent
permitted by law unless the enforcement of the remaining terms, covenants,
conditions and provisions of this Agreement would prevent the accomplishment of
the original intent of this Agreement. The County and Contractor agree to reform
the Agreement to replace any stricken provision with a valid provision that comes
as close as possible to the intent of the stricken provision.
e) Attorney's Fees and Costs. The County and Contractor agree that in the event
ainy cause of action or administrative proceeding is, initiated or defended by any
party relative to the enforcement or interpretation of this Agreement, the prevailing
party shall be entitled to reasonable attorney's fees, court costs, investigative and
out-of-pocket expenses, as aiin award against the non-prevailing party, and shall
include attorney's fees, courts costs, investigative and out-of-pocket expenses in
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appellate proceedings. Mediation proceedings initiated and conducted pursuant
to this Agreement shall be in accordance with the Florida Rules of Civil Procedure
and usual and customary procedures required by the circuit court of Monroe
County.
f) Adjudication of Disputes or Disagreements. County and Contractor agree that all
disputes and disagreements shall be attempted to be resolved by Meet and Confer
Sessions between representatives of each of the parties. If the issue or issues
are still not resolved to the satisfaction of the parties, then any party shall have the
right to seek such relief or remedy as may be provided by this, Agreement or by
Florida law.
gi) Cooperation. In the event any administrative or legal proceeding is instituted
against either party relating to the formation, execution, performance or breach of
this Agreement, County and Contractor agree to participate, to the extent required
by the other party, in, all proceedings, hearings, processes, imeetings and other
activities related to the substance of this Agreemient or provision of the services
under this Agreement. County and Contractor specifically agree that no party to
this Agreement shall be required to enter into any arbitration proceedings related
to this Agreement.
20. 'Binding Effect: The terms, covenants, conditions and provisions of this Agreement
shall bind and inure to the benefit of the County and Contractor and their respective legal
representat�ives, successors and assigns.
21, Authority: Each party represents and warrants to the other that the execution,
delivery and performance of this Agreement have been dully authorized by all necessary
County and corporate action, as required by law.
22. Claims for Federal or State Aid, Contractor and County agree that each shall be,
and is, empowered to apply for, seek and obtain Federal and State funds to further the
purpose of this Agreement; provided that all applications, irequests, grant proposals and
funding solicitations are not for funding already provided under this Agreement.
23. Priv,il,gges, and Immunities: All of the privileges and immunities from liability,
exemptions from laws, ordinances and rules, and pensions and relief, disability,, workers'
compensation and other benefits which apply to the activity of officers, agents or
employees of any public agents or employees of the County, when performing their
respective functions under this Agreement within the territorial limits of the County shall
apply to, the same degree and extent to the performance of such functions and duties of
such officers, agents, volunteers or employees outside the territorial limits of the County.
24. Legal Obligations and Responsibilities; Non-Delegation of Constitutional or
Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving
any participating entity from any obligation or responsibility imposed upon the entity by
law except to the extent of actual and timely performance thereof by any participating
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entity, in which case the performance may be offered in satisfaction of the obligation or
responsibility. Further, this, Agreement is not intended to, nor shall it be construed as,
authorizing the delegation of the constitutional or statutory duties of the County, except
to the extent permitted by the Florida constitution, state statute and case law.
2,5. Non,-Reliance by Non-Parties: No person or entity shall be entitled to rely upon
the termis, or any of them, of this Agreement to enforce or attempt to enforce any third-
party claim or entitlement to or benefit of any service or program contemplated hereunder,
and the County and the Contractor agree that neither the County nor the Contractor or
any agent, officer or employee of either shall have the authority to inform, counsel or
otherwise indlicate that any particular individual or group of individuals, entity or entities,
have entitlements or benefits under this Agreement separate and apart, inferior to, or
superior to the community in general or for the purposes contemplated in this Agreement.
26. Attestations; Contractor agrees to execute such documents as the County may
reasonably require, to include a Public Entity Crime Statement, an Ethics Statement and
a Drug-Free Workplace Statement.
27. 'No Personal Liability- No covenant or agreement contained herein shall be
deemed to be a covenant or agreement of any member, officer, agent or employee of the
County in his or her individual capacity, and no member, officer, agent or employee of
the County shall be liable personally on this Agreement or be subject to any personal
liability or accountability by reason of the execution of this Agreement.
28. Insurance: The Contractor shall maintain the following required insurance
throughout the entire term of this Agreement and any extensions. Failure to comply with
this, provision may result in the iimmediate suspension of all work until the required
insurance has been reinstated or replaced. Delays iin the completion of work resuiltingi
from the failure of the Contractor to maintain the required insurance shall not extend any
deadlines specified in this Agreement and any penalties and failure to perform
assessments shall be imposed as if the work had not been suspended, except for
Contractor's failure to maintain the required insurance.
The Contractor shall provide, to the County, as satisfactory evidence of the required
insurance, either:
• Certificate of Insurance
OR
• A Certified copy of the actual insurance policy
The County, at its sole option, has the right to request a certified copy of any or all
insurance policies required by this Agreement. All Insurance policies must specify that
they have a thiirty (30) day notice of cancellation, non-renewal, material change in policy
language or reduction in coverage. The acceptance andl/or approval of the Contractor's
insurance shall not be construed as relieving the Contractor from any liability or obligation
assumed under thus Agreement or imposed by law. The Monroe County BOCC, its
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employees and official's shall be inclluded as an "Additional Insured" on all insurance
policies, except for Workers' Compensation, as their interests may appear in all policies
issued to satisfy these requirements.
Any deviations from these General Insurance Requirements must be requested in writing
on the County prepared form entitled "Request for Waiver of Insurance Requirements".
Any deviation must be approved in writing by Monroe County Risk Management.
a) Prior to the commencement of work governed by this Agreement, the Contractor
shall obtain Workers' Compensation Insurance with limits sufficient to comiply with
Florida Statute 440. In addition, the Contractor shall obtain Employers' Liability
Insurance with limits of not less than:
$100,000 Bodily Injury by Accident
$500,000 Bodily Injury by Disease
$100,000 Bodily Injury by Disease, each Employee
Coverage shall be maintained throughout the entire term of this Agreement.
Coverage shall be provided by a company or companies authorized to transact
business in the state of Florida and the comipany or companies must maintain a
minimum rating of A-V1, as assigned by the A.M. Best Comipaniy,
b) Prior to the commencement of work governed by this Agreement, the Contractor
shall obtain General Liability Insurance. Coverage shall be maintained throughout
the life of the Agreement and include, as a minimum:
Premises Operations
• Products, and Completed Operations
• Blanket Contractual Liability
• Personal Injury Liability
• Expanded Definition of Property Damage
The minimum limits acceptable shall be:
$1,000,000 per Occurrence and $1,000,000 Aggregate
If split limits are provided, the minimum limits acceptable shall be:
$ 500,000 per Person
$ 1,000,000 per Occurrence
$ 100,0010 Property Damage
An Occurrence Form policy is preferred. If coverage is provided on a Claims Made
policy, its provisions should incllude coverage for claims filed on or after the
effective date of this Agreement. In addition, the period for which claims may be
reported should extend for a iminim,um of twelve (12,) months following the
acceptance of work by the County.
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c) Recognizing that the work governed by this Agreement involves the furnishing of
advice or services of a professional nature, the Contractor shall purchase and
maintain, throughout the life of the Agreement, Professional Liability Insurance,
which will respond to damages resulting from any claim arising out of the
performance of professional services or any error or omission of the Contractor
arising out of work governed by this Agreement.
The minimum limits of liability shall be: $300,000 per Occurrence/$500,000
Aggregate.
d), Advertising Professional Liability Insurance with minimum limits of$1,000,000 per
Occurrence and $2,,000,000 aggregate.
The BOCC shall be named as Additional Insured as their interests may appear on
all insurance policies issued to satisfy the above requirements.
29, incontrollable Circumstances: Any delay or failure of either Party to perform its
obligations under this Agreement will be excused to the extent that the delay or failure
was caused directly by an event beyond such Party's control, without such Party's fault
or negligence and that by its nature could not have been foreseen by such Party or, if it
could have been foreseen, was unavoidable: (a) acts of God-, (b) flood, fire, earthquake,
explosion, tropical storm, hurricane or other declared emergency in the geographic area
of the Scope of Services-, (c) war, invasion, hostilities (whether war is declared or not),
terrorist threats or acts, riot, or other civil unrest in the geographic area of the Scope of
Services-, (d) government order or law in the geographic area of the Scope of Services;
(e) actions, embargoes, or blockades in effect on or after the date of this Agreement-, (f)
action by any governmental authority prohibiting work iin the geographic area of the Scope
of Services ("each, an "Uncontrollable Circumstance"). Contractor's financial inability to
perform, changes in cost or availability of materials, components, or services, market
conditions, or supplier actions or contract disputes will not excuse performance by
Contractor under this Section. Contractor shall give County written notice within seven (7)
days of any event or circumstance that is reasonably likely to result in an Uncontrollablie
Circumstance, and the anticipated duration of such Uncontrollable Circumstance,
Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure
that the effects of any Uncontrollable Circumstance are minimized and resume full
performance under this Agreement. The County will not pay additional cost as a result of
an Uncontrollable Circumstance and it is understood that reduced funding County funding
that is caused by a Uncontrollable Circumstance will excuse the County's performance
and obligation to pay under this Agreement.
30. 'E-Verify: Effective January 1, 2021: In accordance with IF.S. 448.095, Contractor
shall utilize the U.S. Department of Homeland Security's E-Veriify system to verify the
employment eligibility of al'il new employees hired by the Contractor during the term of the
Contract and shalill expressly require any subcontractors performing work or providing
services pursuant to the Contract to likewise utilize the U.S. Department of Homeland
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Security's E-Verify systerni to verify the emiployment eligibility of all new employees hired
by the subcontractor during the Contract term.
31. 'Execution in Counterparts: This Agreement may be executed in any number of
counterparts, each of which shall be regarded as an original, all of which taken together
shall constitute one, and the same instrument and any of the parties hereto may execute
this Agreement by signing any such counterpart.
32. 'Section Headings: Section headings have been inserted in this Agreement as a
matter of convenience of reference onlly, and it is agreed that such section headings are
not a part of this, Agreement and will not be used in the interpretation of any provision of
this Agreement.
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IT MESS WHEREOF, the parties hereto have caused this Agreement to be
the day and year first above written.
(SEAL) ward of County Commissioners
test: Kevin Madok, Clerk of Monroe Co -�--�-.
Deputy Clerk . [,�� Mayor/Cha maru
(To be filled out by Contractor)
Tinsley Ades ing nd etin nca
i wj
By
C7iieE ecu�dve fficer �+
Print Name �a�e
AND TWO,WITNESSES
(2)
Print Narne Print Name
Date: 0 , 2 Date: ' l
MtONRUIE COUNTY ATTORNEY
°' '1.m G r+!dyl.�__.�',.�—.•Jr' r@AID"fLD
CHUSTINE UM3rR:T4AKR0W'S
ASSISTANT"CULNT ATMRNf:Y'
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�Exhibit A
CRISIS MANAGEMENT PLAN
In an effort to provide uninterrupted service to The Florida Keys & Key West (the "Florida
Keys") during a hurricane emergency or other catastrophic event, the Contractor has
established a standard plan of action,.
The Contractor has identified various hurricane scenarios that left unchecked, could affect
the Contractor's service capability to the County. Therefore, to ensure continuity, the
Contractor has iinstituted a phased plan to provide for any storm contingency. Although
hurricane focused, this protocol may be applied to other emergencies whereby
communications to the Florida Keys are cut off or regional busiiness is suspended.
The following outlines different situations and reviews the response for each. This
preparedness plan begiins before each hurricane season with the Contractor's standard
digital assets protocol,
1. TEAM! REVIEW
The Florida Keys, emergency team is comprised of the following staff members:
CEO
CCO
Director of Information Services
Senior Account Executive
Media Director
Associate Media Director
Associate Creative Director, Sr. Art Director
Associate Creative Director, Sr. Copywriter
This team reviews possible scenarios each season and is emipowered to manage
hurricane communications per Agreement between MCTDC and the Contractor. The
team is ready to respond to category 1 through 5 storms and has set procedures for when
a hurricane "watch", "warning" and "all clear" is issued by the National Hurricane Center
as outlined below.
11. DIGITAL ASSET MANAGEMENT
Any file saved to the secure Contractor's server is continuously backed-up to a live Cloud
storage service with redundant locations in the western United States. Most data is also
backed up to the Google Cloud daily. As an added precaution, there are redundant hard
drive copies of our precious Keys image library safe and sound with at least six (6)
different employees at six (6) independent locations at all times.
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111. VIDEO ASSET POLICY
The raw video files are copied to backup hard drives and a server array as soon as they
arrive from a shoot. These files are continuously backed up to a live Cloud storage service
that has redundant locations in the western United States,.
IV. HURRICANE SCENARIOS
The following are the procedures the Contractor will follow based on the actual severity
of the crisis.
1. The hurricane completely bypasses the destination and therefore has no affect in
maintaining business as usual:
ACTION: There was no evacuation and no need for emergency advertising.
2. A Hurricane bypasses the Florida Keys but due to news coverage there acre
miisconceptionis of actual damage, to the Florida Keys and many reservations are
canceled (i.e. Hurricane Michelle):
ACTION. An advertising campaigin must be iin place to inform tourists that it's okay
to continue their vacation plans.
3. A hurricane bypasses the destination, but tourists have been evacuated (i.e.
Hurricane Ivan):
ACTION: An emergency advertising plan is immediately put in place to inform
tourists that it is safe to return to the Florida Keys within twenty-four (24) hours of
the, passing storm.
4. A hurricane bypasses the destination, tourists have been evacuated, and the
hurricane has yet to strike another part of the United States (ii.e. Hurricane Katrina):
ACTION: An emergency advertising plan is immediately put in place to inform
tourists that it is safe to return to the Florida Keys, but advertisements are created
with sensitivity toward the hurricane's, impact on others.
5. A hurricane causes damage to part of the Florida Keys but the rest is open for
business. (i.e. Hurricane Georges and Hurricane Irma):
ACTION: An emergency advertising plan is activated to save events and
reservations in the areas of the Florida Keys that were not affected by the storm.
6. A hurricane renders the destination inaccessible, or unable to deliver the expected
experience for some period of time (i.e. Hurricane Andrew):
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ACTIOM All media is canceled (Contractor places a "hurricane clause" on all
media orders that allows the Contractor to cancell at no charge). Situation is,
evaluated and advertising resumes when the County re-lopenis.
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