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Item D19 D19 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: D19 2023-2525 BULK ITEM: Yes DEPARTMENT: Tourist Development Council TIME APPROXIMATE: STAFF CONTACT: Julie Cuneo N/A AGENDA ITEM WORDING: Approval of a Task Order with Underwood Martell, Inc., doing business as Tinsley Advertising & Marketing, Inc. for the creation and production of a Dive Destination Guide Brochure. ITEM BACKGROUND: In its agreement, there was a recent provision added for Task Orders to be issued for special projects. These Task Orders include the scope of the services and the compensation for those services. At the request of the Dive Umbrella and funded in their FY24 budget, this special project is for the the creation and production of a Dive Destination Guide Brochure that will include types of reefs,wrecks, and recreational snorkeling, as well as other diving opportunities. The brochure will address every district including their specific wrecks and reefs as well as the history of diving within the destination. The brochure will be distributed at various trade shows and included as a link on the Flash Drive that is also distributed at these shows. PREVIOUS RELEVANT BOCC ACTION: At its March 20, 2024 meeting, the BOCC approved the 2nd Amendment to the Agreement with Underwood Martell, Inc., doing business as Tinsley Advertising & Marketing, Inc. to add a provision for Task Orders to be issued for special projects as assigned. Amendment 1 was approved on February 21, 2024 by the BOCC and the agreement approved at its July 21, 2021 meeting. INSURANCE REQUIRED: Yes CONTRACT/AGREEMENT CHANGES: Task Order for the creation and production of a Dive Destination Guide Brochure. STAFF RECOMMENDATION: Approve 1640 DOCUMENTATION: Tinsley Agreement 7 21 202 I.pdf Tinsley 1st Amendment 02_2 1_2024.pdf Tinsley 2nd Amendment 03—20—2024.pdf 2024 02 COI Tinsley Signed exp 7 1 2024.pdf Task Order for Dive Destination Guide Brochure REVISED.pdf FINANCIAL IMPACT: Not to exceed $102,000 from 115 CC75003 SC00066 1641 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 Martelll, Inc., doing business as Tinsley Advertising & Marketing, Inc. (hereinafter called the "Contractor"), WITNESSETH: WHEREAS, the County issued a Request for Proposals ("RFP) for professional advertising services, which, includes consulting advice relating to the Monroe County Tourist Development Council ("TDC") marketing and promotion of tourism, and WHEREAS, Contractor was the sole proposer to the RFP; and WHEREAS, Contractor been furnishing quality professional advertising services which promote tourism for thirty-five (35) years and is otherwise qualified to provide the services; and WHEREAS, the Monroe County TDC, an advisory board to the County's Board of County Commissioners ("BOCC"), has recommended to the County that a new Agreement for advertising services be entered into with, Contractor, and WHEREAS, County desires, to enter into this Agreement for advertising services with the Contractor; NOW THEREFORE, in consideration of' the mutual covenants contained herein, the parties agree as follows: 1. Term- The term of this Agreement is for a Iperiod of three (3) years beginning on October 1, 2021 and expiring on September 30, 2024. The County shall have an option to extend this Agreement for one (1) additional two (2) year period. 2. 'Scope of Services: The Contractor will serve as the exclusive full-service, advertising agency for the, TDC, and will provide advertising services for the County as provided in this Section 2 and Section 3 (the "Scope of Services"). The Contractor and the advertising programs are subject to review by the Monroe County TD,C. A. .Key Personnel: This Agreement is a professional service Agreement with expectation that principal personnel performing the services are those personnel listed. Notice of any change in the following personnel shall be sent to the TDC. The principals assigned are the following-. 1) John Underwood, Chief Executive Officer 2) Dorn Martell, Chief Creative Officer 3) Danielle Salman, Account Supervisor Advertishg Agreement FY 2022 iD#2609 1642 MINIMUM STAFF PERSONNEL ASSIGNED: 1) Account Supervisor; approved by the Chairperson of the TDC and Marketing Director 2) Senior Account Executive; Account Coordinator and additional staff within the normal services wild be assigned as required. B. At least one (1), of the principals shall meet with the Monroe County TDC at all regularly scheduled meetings of the TDC, the Advisory and Umbrella Committees, and at any other times as directed by the TDC upon written notice to, the Contractor. For purposes of thiis section written notice can be provided by email rather than the formal notice procedure as set forth in Section 16 below. C. Contractor agrees to assign an advertising Account Supervisor who will devote such time and effort as necessary to the account on a priority basis, including full time when required. Duties of the Account Supervisor will include contact as required with the Chairperson or Vice-chairperson of the TDC, Marketing Director or other designee. Other duties include regular consultation visits, throughout Monroe County; consultations with TDC Advisory Committees within The Florida Keys & Key West (the "Florida Keys"), and interfacing with, other agencies of record such as Public Relations and website provider as directed by the TDC; participation in, and coordination of, media planning, coordination of production and traffic activities with the Contractor, coordination of and liaison with mail fulfillment services on behalf of the TDC; and liaison with private sector resorts, attractions and other tourism related fields in the County, relating to the ,development of an effective advertising program for the Florida Keys. D. Contractor agrees that time is of the essence, and to provide on a timely basis, copy and concepts, and supervision of tangible materials, for media and collateral production materials, including: radio and television, print, digital/mobile, social, website, outdoor, direct mail or ainy such technology which may be employed to further the objectives of the TDC; traffic and billling of media and collateral production materials. E. Contractor shall provide materials for the design,and creative content of the County's website upon request of the TDC website provider. Notwithstanding anything herein to the contrary, retouching and image c,ompositiing for website creative, materials (existing video, and photography owned by the TDC that the agency has produced) are not included and will be billed at Contractor's standard rates. F. Contractor shall employ its knowledge of available media and media research, and normal use of out-sourced media research services to which the Contractor subscribes for the purpose of planning media advertising programs. G. Contractor shall counsel the TDC/County in the use of special media, marketing, product and consumer research as may be advisable. Advertising Agreement FY 202�2 1D#2609 2 1643 H. Contractor shall formulate and recommend media plans based on written objectives established within the TDC marketing plan which shall be reviewed on an annual basis. 1. Contractor shall order media space, time or other means of media to be used, endeavoring to secure the most advantageous rates available, checking and verifying such media use, auditing and paying invoices to media. J. Contractor shall negotiate special talent fees in accordance with trade contracts to be more inclusive of total work and keep costs to a minimum. K. Contractor may establish Agreements with sub-contractors for production, traffic and other marketing services. L. Contractor shall obtain written pre-approval on all advertising, media buys, production and materials from the TDC Marketing Director or the TDC Chairperson. M. Contractor shall have alll media and production expense accounts placed on, individual purchase orders. Alll invoices shall have the proper purchase order number. No invoice will be paid unless account funds are available. No invoices will be paid outside the advertising budget without TDC approval. 3. Compensation- Compensation shall be paid, subject to availability of Tourist Development Tax Funds and approved purchase orders, as follows: A. Media Placement: 1) Contractor shall be compensated for media placement at the net cost to Contractor Iplus Fifteen percent (15%) commission, upon receipt and proof of payment of media invoices with affidavits and/or tear sheets, screenshots, etc. Net rate is the actual negotiated paid cost for media placement to the vendor without any markup costs. This will include all generic and district campaigns, cultural, fishing aind 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 IN 26091 3 1644 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 wiill have protocol (see Exhiibit A) in place for any catastrophe affecting the Contractor's base of operations, i.e. safeguarding of all official photography and film; facilities and equipment available; staff availability and all other vital material relative to the continued marketing of the Florida Keys. In addition, the Contractor will ensure the ability to cancel existing media and produce and place ongoing media. 4) Contractor shall prioritize local talent and sub-contractors for production and other marketing;: services when appropriate. B. Reimbursable Expenditures- The County shall reimburse the Contractor for all approved expenditures and payments made on the County's behalf for media placement subject to: state and County rules and regulations. The Contractor shall submit invoices with supporting documentation that is acceptable to the Monroe County Office of the Clerk of Court and Comptroller("County Clerk"). Acceptability to the County Clerk is based on, Accepted Accounting Principles and such laws, rules, and regulations as may govern the County Clerk's disbursal of funds. Packaging, shipping:, express mail, postage, legal expenses on behalf of County, and travel expense for Contractor's personnel shall be considered reimbursable expenses, subject to County's approval. Travel expenses of approved personnel on behalf of the business of the TDC shall be compensated at the rates established by Florida law and County law and policy. C. invoices-. 1) All invoices submitted by the Contractor to the TDC shall have the proper purchase order number and be marked as to which account is properly chargeable. 2) Normal production costs for specific pre-approved jobs will be submitted for payment at one time upon completion. The Contractor is encouraged to use in-county vendors to supply services wherever possible, and when the local vendors are able to supply goods or services that are at least equivalent to the quality of goods and services of out-of-county vendors and meet the needs of the TDC and the County. To that end', the Contractor understands and agrees that iin 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. Advertisbg Agreement FY 2022 �ID#2609 4 1645 3) No percentage will be added to Contractor charges for packaging, shipping, express mail, postage,telephone, legal fees and services, and travel expenses for Contractor's personnel. 4) The Contractor's invoices and statements shall be payable by County according to the Florida Local Government Prompt Payment Act. 5) Contractor may seek reimbursement for media placed but then not run due to declared emergency, pursuant to Section 29. D. Production Charges: 1) The Fifteen percent (15%) commission on the net media placement budget covers the cost of: Contractor senior management services, account management services, media services, accounting services and staff creative development services for Generic, DAC, Event and Umbrella advertising as follows: (a) Existing newspaper campaign ads, including: revised layout, new copy/copy revisions, art direction, traffic & production supervision. Note: comiputer artists, color copies, retouching, image compositing and digital proofs are not included. (b) All new co-lop newspaper ads including: concepts and comprehensive layouts, copy/copy revisions, art direction, traffic & production supervision, Note, computer artists, color copies, retouching, image compositing and digital proofs are not included. (c) Existing magazine ads, including: revised layout, new copy/copy revisions, art direction, traffic & production supervision. Note: computer artists, color copies not included, retouching, image compositing and digital proofs are not included. (d) Existing digital'/mobile marketing ads, including: revised format, new copy/copy revisions, art direction, traffic & production supervision. Note: computer artists, color copies, retouching, image compositing and digital proofs are not included. (e) Minor revisions to existing television and radio (such as new supers,/titles, sponsorship logos, etc.), Adverfising,Agreement FY 2022 is 2609 5 1646 2) Creative Services, Not Included: staff creative development services for media and colllater,al materials, i.e.; photo shoots/TV shoots/po,dcast videos, editing television commercials, videos/infornercials, point of sale materials, new magazine campaigns, new newspaper campaigns, new digit6l/mobile campaigns, direct mail, new brochures and major revisions to existing brochiures will be estimated and prior approval obtained for each project at the following hourly rates: Creative Director - $180.00 Concepts and Comprehensive Layouts - $175.00 Senior Copywriter- $175,00 Copywriter - $140,00 Senior Art Direction & Supervision - $165.00 Broadcast Supervision - $120.00 Computer Artist- $145.00 Traffic & Production Supervision - $135,00 3) Out of pocket expenses for creative development are, reimbursable at cost plus Fourteen percent (14%©) and may include, but are not limited to, the following: Photographers and Assistants Film Production Crew Editing Facilities, & Services Audio Recording Facilities Models/Actors/Voice-over Talent Four-Color Film (for print pubs) Stock Photo Search, and Usage Fees SAG and AFTRA Residuals TV Dupes, Radio Dupes, etc. Printing Media and Collateral Materials Application development and/or programming The County and the TDC assume no liability to fund this, Agreement for an amount in excess of this award. Payment for expenditures permissible by law and County policies shall be made through reimbursement to Contractor upon presentation of invoices, and other documentation necessary to support a claim for reimbursement. The County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners. E. The County determines its annual media and advertising budget ("Advertising Budget") each Fiscal Year (October 1 to September 30) for the Scope of Services based upon the projected County's Tourist Development Tax Funds ("Budget"), including the projected Tourist Development Tax Funds for the Generic Advertising Adverfising Agreement FY 2022 ID#2609 6 1647 ("Generic Budget"), each District ("DAC Budget") and the Fishing, Diving and Cultural Umbrella ("Umbrella Budget") as allocated in each specific line item/cost center/project number. The County understands and acknowledges that the Contractor relies upon the Advertising Budget that is adopted each Fiscal Year to determine its anticipated compensation and income under this Agreement especially as this is an exclusive,agency agreement. The County further understands that the Contractor performs a substantial portion of the scope of work prior to the placement of advertisingi and the Contractor develops a media plan which outlines the work performed by the Contractor prior to the placement of advertising, The Contractor understands and acknowledges that the Advertising Budget may be cut during the County's Fiscal Year due to Uncontrollable Circumstances that effect the, County's tax revenue and projected Budget, Generic Budget, DAC budget and Umbrella Budget. The Contractor understands that if the Budget, LAC 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 fuinds are available within that Fiscal Year, the County agrees to pay to, Contractor at the end of each Fiscal Year a seven, and one-half percent (7.5%) commission for the work performed on the planning and placement on media that is planned:, as demonstrated in the Contractor's media plan, but not placed due to a reduction in the Advertising Budget or a declared emergency. Invoices relating to a reduction in advertising or a declared emergency must be submitted to the TUC administrative off ice no later than ten (10) business days after the end of the fiscal year (September 3011). 4. Contractor's Acceptance of Conditlons: 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 Couinty's decision shall be final and binding upon all parties,. b) 'The passing, approval and/or acceptance by the County of any of the services furnished by the Contractor shall not operate as a waiver by the County of strict compliance with the terms of this Agreement. Failure on the part of the Contractor to immediately correct a default after a Notice to Correct the default, shall entitle the County, if it sees fit, to correct the same and recover the reasonable cost of such replacement and/or repair from the Contractor, who in any event shall be jointly and severely liable to the Couinty for all damage, loss and expense caused to the County by reason of the Contractor's breach of this Agreement and/or his failure to comply strictly and in all things with this Agreement and with the specifications. Advertising Agreement FY 2022 iD#2609 7 1648 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 imanner. Proof of such licenses and permits shall be submitted to the County upon request. 5. Advertising Agency of Record: The County appoints. Contractor (i!) as the TDC's exclusive advertising and marketing agency and sole media purchaser, and (ii) as the sole agency of record in connection with, the products and/or services of the TDC as described in the Scope of Services, during the term of this Agreement. Contractor shall act as the agency of record for preparation and placement of the County's T'DC advertising using "bed tax" funds except as otherwise mutually agreed upon. Contractor shall perform related or special services as requested by the TDC. Contractor shall be the sole entity charged with the responsibility of preparing and placing advertising and purchasing media with respect to the TDC. 6. Exclusive Representation- Contractor agrees that it will not represent any private resort or attraction within Monroe County, Florida, or other county or, city destinations, or direct marketing organization (DMO)within the State of Florida without the prior approval of the TDC and the County, during the term of this Agreemient. Notwithstanding the foregoing, the Contractor may create and be, compensated for print and video materials, including but not limited to, concepts and photography, for businesses, resorts and attractions in the County as part of the Co-op Advertising Program and other County programs, 7, Contractor's Financial Records and Right to Audit, Contractor shall maintain all books, records and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement and for four(4)years followiing 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,Agreemient, the contractor shall repay the monies together with interest calculated pursuaint to Sec. 55.03, Florida Statute, running from the date the monies were paid to Contractor. Right to Audit Availability of Records. The records of the parties to this Agreement relating to the Scope of Services, which shall include but not be limited to accounting records (hard copy, as well as computer readable data if it can be made available; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc.); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated Advertising Agreement FY 2022 1D#2609 8 1649 settlements); backcharge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance, rebates and dividends; any other supporting evidence deemed necessary by Couinty or the County Clerk to substantiate charges related to this agreement, and all other agreements, sources of information and matters that may in Couinty'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 emiployees 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. AlIl records shall be kept for ten (10 ) years after Final Completion of the Scope of Services,/Project. The County Clerk possesses the independent authority to conduct an audit of Records, assets, and activities relating to this Scope of Services. If any auditor employed by the County or County Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall repay the monies together with interest calculated: pursuant to Section 55.03, F.S., running form the date, the monies,were paid to Contractor. The right to audit provisions survives the termination of expiration of this Agreement. a. Public Records Compfiance: Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other .'public record" materials in its, possession or under its control subject to the, provisions of Chapter 119:, Florida Statutes, and made or received by the County and Contractor in conjunction:with this contract and related to contract performance, The County shall have the right to unilaterally cancel this contract upon violation of this provision, by the Contractor. Failure of the, Contractor to abide by the terms of thiis provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs, associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract, the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. Advertising Agreement FY 2022 I D#2609 9 1650 (2) Upon receipt from the County's custodian of records:, provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain puiblic records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records, upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a, format that is compatible with the information technology systems, of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the Couinty 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 119.10, Florida Statutes. The Contractor shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in thiis 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 3,05-292-3470 BRADLEY- Advertising Agreement FY 2022 1D#2609 10 1651 BRIAN@,MON,ROECOUNTY-FL.GOV,, MONROE COUNITY ATTORNIEY'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 TDC from any and all claims for bodily injury (including death), personal injury and property damage (including property owned by the County) and any other losses, damages and expenses (including attorney's fees) which arise out of, in connection with, or by reason of services provided by the Contractor or any of its subcontractors in any tier, occasioned by the negligence, errors, or other wrongful act of omission of the Contractor or its subcontractors in any tier, their employees or agents. 10. Independent Contractor: At all times and for all purposes under this Agreement the Contractor is an independent contractor and not an employee of the County. No statement contained in this Agreement shall be construed so as to find the Contractor or any of his emiployees, contractors, servants or agents to be employees of the County. 11. 'Nondiscrimination: County and Contractor agree that there will be no discrimination against any person,, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any, party, effective the date of the court order. County or Contractor agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88- 352) which prohibits, discrimination on the basis of race, color or national origin-, 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685- 16,86), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age-, 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse, 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523and 527 (42 USC ss. 690dd-3 and 2,90ee-3), as amended, relafing to confidentiality of alcohol and drug abuse patient records; 8)Title VI I I of the Civil: Rights Act of 1968 (42 USC ss. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as, maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article 11, 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 nonid iscrim ination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 12. Assignment/Subcontract- The Contractor shall not assign or subcontract its obligations under this Agreement, except in writing and with the prior written approval of Advertising Agreement FY 2022 0#2609 1652 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 Lay In providing all serviices/goods pursuant to this Agreement, the Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this Agreement and shall entitle the County to terminate this Agreement immediately upon delivery of written notice of termination to the Contractor. The Contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of thiis Agreement. 14. Disclosure and Conflict of interest- The Contractor represents that it, its directors, principles and emiployees, 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 thiis Agreement, as provided in Sect. 112.311, et seq., Florida Statutes, County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in: Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts-, doing business, with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Upon execution of this Agreement, and thereafter as changes may require, the Contractor shall notify the County of any financial interest it may have in any and all programs in the County which the Contractor sponsors, endorses, recommends, supervises or requiires for counseling, assistance,, evaluation or treatment. This provision shall apply whether or not such program is required by statute, as a condition of probation, or is provided on a voluntary basis. The County and Contractor warrant that:, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, compainy, 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 resullitiing 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 diiscretion, to offset from monies owed, or otherwise recover the full amount of such fee, commission, percentage, gift or consideration 15. Arrears- The Contractor shall not pledge the County's credit or make it a guarantor of payment or surety for any agreement, debt, obligation, judgment, lien or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill: the terms of this Agreemient, Advertising Agireement FY 2022 ID#2609 12 1653 16. Notice Requirement; Any notice required or permitted under this Agreement shall be in writing and hand-delivered or miailed, postage prepaid, to the other party by certified mail, return receipt requested, to the following: FOR TDC: Stacey Mitchell and Maxine Pacini Monroe County TDC 1201 White Street#102 Key West, FL 33040 FOR COUNTY: Christine Limbert-Barrows, Assistant County Attorney PO Box 1026 Key West, FL 33041-1026 FOR CONTRACTOR: John Underwood and Dorn Martell, Tinsley Advertising and Marketing, Inc. 2000 South Dixie Highway Suite 105B Miami, FL 33133 117. 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 unider this Agreement, 18. Termination: a) The County may terminate this Agreement for cause with seven, (7) days' notice to the Contractor. Cause shall constitute a breach of the obligations of the Contractor to perform the services enumerated as the Contractor's obligations under this Agreement. b) Either of the parties hereto may terminate this Agreement without cause by giving the other party one hundred and twenty (120)days written notice of its intention to do so. c) For Contracts of any amount, if the County determines that the Contractor has submitted a false certification under Section 287.135(5), Florida Statutes or has, been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of (1) terminating the Agreement after it has given, the Contractor/ written notice and an opportunity to demonstrate the County's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. Advertising Agreement FY 2022 1D#2609 13 1654 d) For Contracts of $1,000,000 or miore, if the County determines that the Contractor/Consultant submitted a false certification under Section 287,135(5), Florida Statutes, or if the Contractor has been placed on the Scrutinized Companies with Activities in: the Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in, business operations in Cuba or Syria, the, County shall have the option of (1) terminating the Agreement after it has given the Contractor written notice and an opportunity to demonstrate the County's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. 19. Governing Law, Venue, Interpretation, Costs and Fees� a) This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to agreements made and to be performed entirely in the State. b) In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Contractor agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. c) The County and Contractor agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them, the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. d) Severability. If any term, covenant, condition or provision of this Agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this Agreement, shall not be affected thereby; and each remiainiing term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the, enforcement of the remaining terms, covenants, conditions and, provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. e) Attorney's Fees and Costs. The County and Contractor agree that in the event any cause of action, or administrative proceediing is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative and out-of-pocket expenses, as, an award against the non-prevaifing party, and shall include attorney's fees, courts costs, investigative and out-of-pocket expenses in Advertising Agreement FY 2022 1D#2609 14 1655 appellate proceedings. Mediation proceedings i�nitiated and conducted pursuant to this Agreement shall Ibe 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 Disagreemients. 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 stilt/ not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided' by this Agreement or by Florida law. g) Cooperation., In the event any administrative or legal proceeding is iinstiituted against either party relating to the formation, execution, performance or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings,, processes, meetings and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings, related to this Agreement. 20. Bindinq Effect- The terms, covenants, conditions and provisions of this Agreement shall bind and inure to the benefit of the County and: Contractor and their respective legal representatives, successors and assigns. 21, Authority: Each party represents, and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 22. 'Claims for Federal or State Aid'- Contractor and County agree that each shall be, and is, empowered to apply for, seek and obtain Federal and State funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals and funding solicitations are not for funding already provided under this Agreement. 21 Privileges and Immiunities: All of the privileges, and immunities from li�abi,lity, exemptions from laws, ordinances, and rules, and pensions and relief, disability, workers' compensation and other benefits which apply to the activity of officers, agents or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers or employees outside the territorial limits of the County. 24, 'Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating Advertising Agreement FY 2022 1D#2609 15 1656 entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this, Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute and case law. 25. Non-Reliance by No�n-P,arties: No person or entity shall be entitled to rely upon the terms, or any of them, of this Agreement to enforce or attempt to enforce any third- party claim or entitlement to or benefit of any service or program contemplated hereunder, and the County and the Contractor agree that neither the, County nor the Contractor or any agent, officer or employee of either shall have the authority to inform, counsel or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this Agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this Agreement, 26. Attestations: Contractor agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement and a Drug-Free Workplace Statement, 27. 'No Personal- ,Liability: No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of the County in his or her individual capacity:, and no member, officer, agent or employee of the County shalll be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 28. Insurance: The Contractor shall maintain the following required insurance throughout the entire term of this Agreement and any extensions. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Delays in, the completion of work resulting from the failure of the Contractor to maintain the required insurance shall not extend any deadlines specified in this Agreement and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for Contractor's failure to maintain the required insurance. The Contractor shall provide, to the County, as satisfactory evidence of the required insurance, either- * Certificate of Insurance OR * A Certified copy of the actual iinsurance policy The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this Agreement. All Insurance policies must specify that they have a thirty (30) day notice of cancellation, non-renewal, material change in policy language or reduction in coverage. The acceptance and/or approval of the Contractor's insurance shall not be,construed as relieving the Contractor from any liability or obligation assumed under this Agreement or imposed by law. The Monroe County BOCC, its Advertising Agreement FY 2022 1D#2609 16 1657 is employees and officials shall be included as an "Additional Insured" on all insurance policies, except for Workers' Compensation, as their interests may appear iin all policies issued to satisfy these requirements. Any deviations from these General Insurance Requirements must be requested iin writing on the County prepared form entitled "Request for Waiver of Insurance Requirements". Any deviation must be approved in writing by Monroe County Risk Management, a) Prior to the commencement of work governed by this Agreement, the Contractor shall obtain Workers' Compensation Insurance with, limits sufficient to comply with Florida Statute 440. In addition, the Contractor shall obtain Employers' Liability Insurance with limiits of not less than: $1100,000 Bodily Injury by Accident $500,000, Bodily Injury by Disease $100,000 Bodily Injury by Disease, each Employee Coverage shall be maintained throughout the entire term of this, Agreement. Coverage shall be provided by a company or companies authorized to transact business in the state of Florida and the company or companies must maintain a minimum rating of A-V1, as assigned by the A.M. Best Company. b) Prior to the c,ommencemienit of work governed by this Agreement, the Contractor shall obtain General Liability Insurance. Coverage shall be maiintained 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 shalll be: $1,000,000 per Occurrence and $1,000,000 Aggregate If split limits are provided, the minimum limits acceptable shall bw $ 500,00O per Person $ 1,000,000 per Occurrence $ 11,00,000 Property Damage An Occurrence Form policy, is preferred. If coverage is provided on a Claims Made policy,, its provisions should include coverage for claims, filed on, or after the effective date of this Agreement. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County, Advertising Agreement FY 2022 D#2609 17 1658 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 $2,000,0010 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. UncontrolIablle Circumstances- Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable: (a) acts of God, (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Scope of Services; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Scope of Services; (d) government order or law in the geographic area of the Scope of Services; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Scope of Services ("each, an "Uncontrollable Circumstance"). Contractor's financial inability to perform, changes, in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Contractor under this Section. Contractor shall give County written notice within seven (7) days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The County will not pay additional cost as a result of an Uncontrollable Circumstance and it is understood that reduced funding County funding that is caused by a Uncontrollable Circumstance will excuse the County's performance and obligation to pay under this Agreement. 30. 'E-Veriify: Effective January 1, 202,1: In accordance with F.S. 448.095, Contractor shall, utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U,S, Department of Homeland Advertising Agreement FY 2022 IN 2609, 18 1659 Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the, Contract termi. 31. 'Execution in Counterparts- This Agreement may be executed in any number of counterparts:, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 32. 'Section Headings: Section headings, have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provision of this Agreement. Advertising Agreement FY 2022 ID#2609 19 1660 1 iTNE6S WHEREOF, the Parties hereto have caused this Agreement to be r the day and year first above written. (SEAL) Board of County Commissioners est: Kevin Madokr Clerk of MonroeAli - '� �L Deputy Clerk ��. � �1? ~� mayor Chairixaan (To be filled out by Contractor) Tinsley Adore ing nd etin no, By, - to Executi icer � :T Print Nalr�ae' ®ate AND TWO WITNESSES Print Marne Print Dame Date: 0� a �° ��' � Date: � I«;ONROE COUNTY ATTQRNE V f'P� 0.Pmft .41 h$?m r� �WPJ5Tf1!IE CY61S'E.ftT.�.Ap1RsJWS ASSISTANT C%NTY ATMANE_Y Advertising Agreement FY 2022 1 D#2609 20 1661 Exhiib�it A CRISIS MANAGEMENT PLAN In an effort to provide uninterrupted service to The Florida Keys & Key West (the "Florida Keys") during a hurricane emergency or other catastrophic event, the Contractor has established a standard plan of action. The Contractor has identified various hurricane scenarios that left unchecked,could affect the Contractor's service capability to the County. Therefore, to ensure continuity, the Contractor has instituted a phased plan to provide for any storm contingency. Although hurricane focused, this protocol may be applied to other emergencies whereby communications to the Florida Keys are cut off or regional business is suspended. The following outlines different situations and reviews the response for each. This preparedness plan, begins before each hurricane season with the Contractor's standard digital assets, protocol. 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 empowered to manage hurricane communications per Agreement between MCTDC and the Contractor. The team is ready to respond to category 1 through 5 storms and has,set procedures for when a hurricane "watch"', "warning" and "all clear" is issued by the National Hurricane Center as outlined below. Ill. DIGITAL ASSET MANAGEMENT Any file saved to the secure Contractor's server is continuously backed-up to a live Cloud storage service with redundant locations in the western United States. Most data is also backed up to the Google Cloud daily, As an added precaution, there are redundant hard drive copies of our precious Keys image library safe and sound with at least six (6) different employees at six (6) independent locations at all times. Advertising Agreement FY 2022 ID#2609 21 1662 Ill. VIDEO ASSET POLICY The raw video files are copied to backup hard drives and a server array as soon as they arrive from a shoot. These files are continuously backed up to a live Cloud storage service that has redundant locations in the western United States. IV. HURRICANE SCENARIOS The following are the procedures the Contractor will follow based on the actual severity of the crisis. 1. The hurricane completely bypasses the destination and therefore has no affect in maintaining business as usual,.- ACTION: There was no evacuation and no need for emergency advertising. 2. A Hurricane bypasses the Florida Keys but due to news coverage there are misconceptions of actual damage to the Florida Keys and many reservations are canceled (i.e. Hurricane Michelle): ACTION: An advertising campaign must be in place to inform tourists that it's okay to continue their vacation plans. 3. A hurricane bypasses the destination, but tourists have been evacuated (i.e. Hurricane Ivan)- ACTION: An emergency advertising plan is immediately put in place to inform tourists that it is safe to return to the, Florida Keys within twenty-four (24) hours of the passing storm. 4. A hurricane bypasses the destination, tourists have been evacuated, and the hurricane has yet to strike another part of the United States (i.e. Hurricane Katrina): ACTION- An emergency advertising plan is immediately put in place to inform tourists that it is safe to return to the Florida Keys, but advertisements are created with sensitivity toward the hurricane's impact on others. 5. A hurricane causes damage to part of the Florida Keys but the rest is open for business. (i.e, Hurricane Georges and Hurricane lrma): 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 hiurricane renders the destination inaccessible, or unable to deliver the expected experience for some period of time (i.e, Hurricane Andrew): Advertising Agreement FY 2022 1D#2609 22 1663 ACTION.- All media is canceled (Contractor places a "hurricane clause" on all media orders that allows the Contractor to cancel at no charge). Situation is evaluated and advertising resumes when the County re-opens. Advertising Agreement FY 2022 ID#2609 23 1664 INSURANCE CHECKLIST FOR VENDORS SUBMITTING PROPOSALS OR BIDS FOR WORK To assist in the development of your proposal, the insurance coverages marked with an "X" will be required in the event an award is made to your firm. Please review this form, with your insurance agent and have him/her sign it in the place provided. It is also required that the bidder sign requisite form reflecting coverage and submit it with the proposal. WO,RKERS'COMPENSATION AND EMPLOYERS' LIABILITY Workers' Statutory Limits x Compensation Boffly Injury by Ac6dent/Bodily Injury by Disease, Policy Limits/Bodily Injury by Disease each employee WC1 Employers Liability $100,000/$500,000/$100,000 WC2 Employers Liability $500,000/$500,000/$500,000 WC3 Employers Liability $1,000,000/$1,000,000,)$1,000,000 US Longshoremen & WCUSLH Harbor Workers Act $1,000,000 WCJIA Federal Jones Act $1,000,000 1665 GENERAL LIABILITY Asa minimum,the required general liability coverages,will |mdmde w Premise Operation m Products and Completed Operations � Blanket Contractual w Personal Injury Required Limits: GL1 $3QO,O0O Combined Single Limit GiI $5Q0,O@Q Combined Single Limit GL] $I,O08,UO0 Combined Single Kirn|t GL4 $2,000,000[onob>ned Single Limit GL5 $3,Q0O,000 Combined Single Limit GI-6 $4'000'000[onnbined Single Limit GI-7 $S'80O'U0O Combined Single Limit Required Endorsements: GLL|Cl LiquorLiabi||ty $LS Security Services, All endorsements are required to have the same limits asthe basic policy. 1666 BUSINESS AUTOM4 OBILE LIABILITY As a minimum, coverage should extend to liability for: 0 Owned; Non-Owned and Hired Vehicles Required Limits: $50,000 per Person:$100,000 per Occurrence $25,000 Property Damage Or $100,000 Combined Single Limit (The use of VLI shouild be limited to special projects that involve other governmental entities or "Not for Profit"organizations, Risk Management VLI must approve the use of this form), $200,000 per Person;$300,000 per Occurrence $200,000 Property Damage or VL2 $300,000 Combined Single Limit $500,000 per Person; $1,000,000 per Occurrence $100,1000 Property Damage or VL3 $1,000,000 Combined Single Limit VL4 $5,000,000 Combined Single Limit Miscellaneous Coverage Limits equal to the Full Replacement Value of the completed BRI Builders Risk project. CLI Cyber Liability $1,000,,000 Limits equal to the maximum value of any one MVC Motor Truck Cargo shipment PRO Professional Liability $300,000 per Occurrence /$ 500,000 Agg, PR02 $5010,000 per Occurrence/$1,000,000 Agg. PR03 $1,000,000 per Occurrence$2,000,000 Agg. POU Pollution Liability $ 500,000 per Occurrence,`$(,000,000 Agg. POL2 $1,000,000 per Occurrence/$2,000,000 Agg. POL3 $3,000,000 per Occurrence,,`$6,000,000 Agg. POL4 $5,000,000 per Occurrence/$10,000,000 Agg. EDt Employee Dishonesty $ 10,000 ED2 $100,000 GK1 Garage Keepers $ 300,000 ($25,000 per Vehicle) GK2 $ 500,000($100,000 per Vehicle) GK3 $1,000,000 ($2501,000 pier Vehicle) 1667 MEDl Medial Professional $300 QO�$75O,0UO A0g. k4ED2 ----- $500000/$1,000,000Ag5. MGD3 $I,800,000y$3,000,000A#g. MED4 $6,000,000/$10,000,000 Ag& IF Installation Floater Maximus value of Equipment Installed ---' VLPI Hazardous Cargo Transporter $300,000 (Re4uires 0WCS-80) VLP2 $500,000 (Requires MCS-gO) VLP3 $1,000,000 (RequiresK0CS-9O) Maximum Value cf County Property that will be BILL Ba||eei|ab. in the Bai|e*'s possession HKL1 Hanger Keepers Liability $300,000 HKL2 $5O@,000 HKL3 $1.000,000 HKL4 $5'0010'080 A8R1 Aircraft Liability $1,008'000 A|R2 $5'800,000 AUR3 $50,000,000 AE81 Architects Errors &Omissions $2SC\0O0 per Occurrence,$SU0,000 Agg 4E02 $500,000 perOccurranca/S1,0OO,000AgQ AE03 $1,UOO,OOO per Occurnence/S3,QQO,0OOAgg. ---' AE04 $30},OOO^O@B per Occmrrence/$5,OQ0'O8OAQ& ARP All Risk Property Full Replacement Value wfStructure EO] Engineers Errors &Om�ssions $I5O,OQU per Qccurence/$S00,GDOA8g. E02 S500,000: perOccnnrcuCc�h,0U0,(K}A &gg), E03 6 |,800,000 Pcr(}ccuococc52,00Q,000Aug G04 S5,000.o0U per0Cunrru11oc810,000,080 /\gQ. VVLt Water Craft LiahiNty 8500`000 per0ccanrocc WI-2 S1,000,008per0couoouce 1668 P�S� KANCI- AGI N"i"S Sl A"I Fhl�,N I' hKtrt I evacnvtd duc above rqu A cmems MM Mr AM nanwd behw f he Rd knvkg dAMN, apm) tote coupwanduig PM.), Posy DMMMcs kcs- k tv afox V. Insuraike Xj�n Signature S I ATMN T I m&muW Ic imunmcc dw wir be mmdmmy lawm&d Ac c nwmt md "Mo- Rffl wilh all ffic v�w C PA Compefifive WidtaTion for Profenjonal Advertising AgmyScrvmcs-202� 1669 0 y . Ya w c .r �a w7 c IX 2 It fA.Y. .- 16 ol 14 a t ..................... ----—-............................................................................ Z N 7E LZ f ig P.- 4 9 'F 4a t 1 10 A 3--g y, )lm 4 r iL R e� U� I ................................. -E t tr4 ji z-- rt 4-1 2 72 v te I rz .............. CN to .................. .................. 8Cw 'C4 7, ......................... P 8 2 A 2 is M I- to 1 a �v 31 a z�, x „ f K y 1 16 lls4I �F ^k L E f 'p It ' 't J :b C J"' x.v J -q I S 1y1 r � J H 5, �r.� c cuu�cr�4��t ......_ Clerk of the Circuit Court& Comptroller—Monroe County, Florida DATE: 1�'(1>t warty 22, 2024 TO: Ammic Maclxan, A<Imirristrative Assistant 'Fourist Dcvelopment Council FROM.: 1 atncla G. I lanc c>c SUBJECT: l`cbruary 21' 110C:'C:` Meeting Attache(] are electronic copics(.&dw Hallowing items liar your hamlling: DI Agi-cenicnt witli Ap icole Events, I.I.C, in an amount not to exceccl 20,000.00, DAC 11 li'Y2021 Event 17esources Key West 1iunx Festival Destination 1,vent. 1)7 1"Aniciichncnt to Advertising Agency Agrecinent with I lnclemoocl Ma:rtcll, Inc. c3/h/a Tinsley A(lvertisiiig aml Marketing, Inc. to i�cvise the scope o1*scrviccs, compensation and rcinrhursemelrt contract prcavisio ns to allow 1`ojr a] en(hmce at the ('oven-nor's Conlerence on 'l ourisrn, tcy pi-cpare and submit Visit lloricla U'lagicr award c:ntrics and to attcz)c1 colimitimis, ti-adc shows, cont,c:rcrices or otllcr events Is approved by the TDC.' hoard. Should y(m have any qucst.imrs plcasc 1c:cl h•ce to c()rita.(,t 111e at (305) 292-35.50. cc; ()N4Bj. C'czzac.o Comity,Att:orrtcy finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Strut 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 1674 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 1675 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 2 1676 s W#*FtE th rtk,)s heretO have raused tNs Amendment to <, r executed the day and year first above wgitton, Board f Cot rrr miss n r Clerk aut l rk _ Mayor/Chairtran ..... ..._._ ft0ClhfQtOE c:OUMN A°dIMMY c HIM rIM w.uwa3ri,r•BARROWS Assis'rAIWT";C`DUNTY A"PTY'StkhY%Y G "area he'"Hed clut by, onlaador) DATE_.2119124 ..._.... TinsleyAdv'OsIn andMarkstf, „true. ., Executiv OM r Print Name AND Two wrt"Mog.'s ( ."; Print Name ^ t : ... DoW ON tK'1 = M 1677 TINSADV-01 NVALLE 14CORo°' CERTIFICATE OF LIABILITY INSURANCE FDATE(MM/DD/YYYY) `r... 2-09-2024 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 $ MED EXP(Any oneperson) $ 15,000 APPROVED BY RISK MANAGEMENT Excluded PERSONAL&ADV INJURY $ BY - 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: w _. -. GENERAL AGGREGATE $ X POLICY JECT LOC DATE Zh 1/2624 PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: WAIVER N/A YES_ $ 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-001-000244665-05 2/11/2024 1/11/2025 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 BOARD OF COUNTY COMMISSIONERS THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. C/O RISK MANAGEMENT P.O.BOX 1026 KEY WEST,FL AUTHORIZED REPRESENTATIVE 33041 The ACORD name and logo are registered marks of ACORD 1678 AC'C)R" CERTIFICATE OF LIABILITY INSURANCE DATE (MM 02/09/2024 YYW) ��- 24 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 Marsh Affinity y PHONE Marsh Affinity (A/C, o,Ext): 8007438130 FAX No): a division of Marsh USA LLC. E-MAIL ADPTotalSource@marsh.com PO BOX 14404 ADDRESS: Des Moines,IA 50306-9686 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Illinois National Ins Co 23817 INSURED INSURER B: ADP TotalSource CO XXI,Inc. INSURER C: 5800 Windward Parkway INSURER D: Alpharetta,GA 30005 Alternate Employer: INSURER E: Underwood Martell Inc DBA Tinsley Advertising&Marketing INSURER F: 2000 S Dixie Hwy Suite 105B Miami,FL 33133 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 TYPEOFINSURANCE ADDLSUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MM/DD/YYW) (MM/DD/YYW) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE ❑OCCUR DAMAGE TO RENTED $ PREMISES Ea occurrence MED EXP(Any one person) $ APPROVED BY RISK MANAGEMENT PERSONAL&ADV INJURY $ GEN''LO AGGREGATE ECTLIMIT APPLIES OC R. DATE Z�L �ZV2 GENERAL AGGREGATE $ PRO 4 PRODUCTS-COMP/OP AGG $ OTHER: WAIVER N/A_YES_ $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESSLIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N X STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 2,000,000 OFFICER/MEMBER EXCLUDED? ❑ N/A WC 034274994 FL 07/01/2023 07/01/2024 A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 f yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) All worksite employees working for Underwood Martell Inc DBA Tinsley Advertising&Marketing paid under ADP TOTALSOURCE,INC.'s payroll,are covered under the above stated policy.Underwood Martell Inc DBA Tinsley Advertising&Marketing is an alternate employer under this policy. CERTIFICATE HOLDER CANCELLATION Monroe County Board of County Commissioners c/o:Risk Management SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE P.O.Box 1026 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Key West,FL 33041 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE O ACORD 25(2016/03) ©1988-2015 ACORD CORPOP6XION.All rights reserved. The ACORD name and logo are registered marks of ACORD 1679 GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: April 1, 2024 TO: Ammie Machan, Administrative Assistant Tourist Development Council FROM: Liz Yongue, Deputy Clerk SUBJECT: March 20, 2024 BOCC Meeting The following item has been executed and added to the record: D1 2nd Amendment to the 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. Should you have any questions please feel free to contact me at(305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 1680 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 1681 IN WETNESS WHEREOF;each party caused the Task Order to be executed by its duly authorized cprese5lntative. IN 3 f S Q its,^. SEA Board of County Commissioners t AtteSl K vin adok,Clerk of Monroe.County �; ar DeputyjCl'elk Mayor/ irman Tinsley Adve sing nd Marke#Cn , By: Ch ecu iv fFice int IName Date AND TWO WITNEESS63 0) (t)A It& �Jlrl,k �'-? (2) r Print Name Print Name Date: Date: MONROE COUNTY ATTORNEY R VZD AS TO FORM: CHRISTINE LIMBERT-BARROW S ASSISTANT c269 Y2ATTORNEY DATE: 11/lLLyy�� 44 D t Amendmentk2 �r TinsleyCD ,. Contract fi:2609 _ �• r n 1682 (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 1683 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 1684 TINSADV-01 NVALLE ACORO`° CERTIFICATE OF LIABILITY INSURANCE FDATE(MM/DD/YYYY) `►...— 2-09-2024 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 $ MED EXP(Any oneperson) $ 15,000 APPROVED BY RISK MANAGEMENT Excluded PERSONAL&ADV INJURY $ BY - GEN'L AGGREGATE LIMIT APPLIES PER: ,, , GENERAL AGGREGATE $ 2,000,000 X POLICY JECT LOC DATE 2j11/Z62 PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: WAIVER NIA—YES_ $ 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-001-000244665-05 2/11/2024 1/11/2025 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 BOARD OF COUNTY COMMISSIONERS THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. C/O RISK MANAGEMENT P.O.BOX 1026 KEY WEST,FL AUTHORIZED REPRESENTATIVE 33041 The ACORD name and logo are registered marks of ACORD 1685 AC'C)R" CERTIFICATE OF LIABILITY INSURANCE DATE (MM 02/09/2024 YYW) l �- 24 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 Marsh Affinity y PHONE Marsh Affinity (A/C, o,Ext): 8007438130 FAX No): a division of Marsh USA LLC. E-MAIL ADPTotalSource@marsh.com PO BOX 14404 ADDRESS: Des Moines,IA 50306-9686 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Illinois National Ins Co 23817 INSURED INSURER B: ADP TotalSource CO XXI,Inc. INSURER C: 5800 Windward Parkway INSURER D: Alpharetta,GA 30005 Alternate Employer: INSURER E: Underwood Martell Inc DBA Tinsley Advertising&Marketing INSURER F: 2000 S Dixie Hwy Suite 105B Miami,FL 33133 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 TYPEOFINSURANCE ADDLSUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MM/DD/YYW) (MM/DD/YYW) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE ❑OCCUR DAMAGE TO RENTED $ PREMISES Ea occurrence MED EXP(Any one person) $ APPROVED BY RISK MANAGEMENT PERSONAL&ADV INJURY $ ,. GEN'L AGGREGATE LIMIT APPLIES PER: BY GENERAL AGGREGATE $ POLICY F—]PRO ❑LOC DATE 2�11�20�.4" PRODUCTS-COMP/OP AGG $ OTHER: WAIVER N/A_YES_ $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESSLIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N X STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 2,000,000 OFFICER/MEMBER EXCLUDED? ❑ N/A WC 034274994 FL 07/01/2023 07/01/2024 A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 f yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) All worksite employees working for Underwood Martell Inc DBA Tinsley Advertising&Marketing paid under ADP TOTALSOURCE,INC.'s payroll,are covered under the above stated policy.Underwood Martell Inc DBA Tinsley Advertising&Marketing is an alternate employer under this policy. CERTIFICATE HOLDER CANCELLATION Monroe County Board of County Commissioners c/o:Risk Management SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE P.O.Box 1026 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Key West,FL 33041 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE O ACORD 25(2016/03) ©1988-2015 ACORD CORPOP6XION.All rights reserved. The ACORD name and logo are registered marks of ACORD 1686 TINSADV-01 NVALLE ACG?RO`° CERTIFICATE OF LIABILITY INSURANCE FDATE(MM/DD/YYYY) �- 03/20/2024 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 Underwood Martell,Inc.dba Tinsley INSURER 7 Advertising INSURER D: 2000 S Dixie Hwy,Ste. 1058 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 3/25/2024 3/25/2025 DAMAGE TO RENTED 1,000,000 X ( ) PREMISES Ea occurrence $ MED EXP An one person $ 15,000 APPROVED BY RISK MANAGEMENT Excluded PERSONAL&ADV INJURY $ BY GEN'L AGGREGATE LIMIT APPLIES PER: � ,t GENERAL AGGREGATE $ 2,000,000 X POLICY❑ PRO- ❑ LOC DATE 4�1�2024 2,000,000 JECT PRODUCTS-COMP/OP AGG $ WAIVER N/A YES OTHER: $ A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ ANY AUTO X BZS(24)66002877 3/25/2024 3/25/2025 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 3/25/2024 3/25/2025 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-001-000244665-05 2/11/2024 1/11/2025 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 BOARD OF COUNTY COMMISSIONERS THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. C/O RISK MANAGEMENT P.O.BOX 1026 KEY WEST,FL AUTHORIZED REPRESENTATIVE 33041 The ACORD name and logo are registered marks of ACORD 1687 AC'C)R" CERTIFICATE OF LIABILITY INSURANCE DATE (MM 02/09/2024 YYW) l �- 24 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 Marsh Affinity y PHONE Marsh Affinity (A/C, o,Ext): 8007438130 FAX No): a division of Marsh USA LLC. E-MAIL ADPTotalSource@marsh.com PO BOX 14404 ADDRESS: Des Moines,IA 50306-9686 INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Illinois National Ins Co 23817 INSURED INSURER B: ADP TotalSource CO XXI,Inc. INSURER C: 5800 Windward Parkway INSURER D: Alpharetta,GA 30005 Alternate Employer: INSURER E: Underwood Martell Inc DBA Tinsley Advertising&Marketing INSURER F: 2000 S Dixie Hwy Suite 105B Miami,FL 33133 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 TYPEOFINSURANCE ADDLSUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD (MM/DD/YYW) (MM/DD/YYW) COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE ❑OCCUR DAMAGE TO RENTED $ PREMISES Ea occurrence MED EXP(Any one person) $ APPROVED BY RISK MANAGEMENT PERSONAL&ADV INJURY $ ,. GEN'L AGGREGATE LIMIT APPLIES PER: BY GENERAL AGGREGATE $ POLICY F—]PRO ❑LOC DATE 2�11�20�.4" PRODUCTS-COMP/OP AGG $ OTHER: WAIVER N/A_YES_ $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESSLIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY Y/N X STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 2,000,000 OFFICER/MEMBER EXCLUDED? ❑ N/A WC 034274994 FL 07/01/2023 07/01/2024 A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 2,000,000 f yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) All worksite employees working for Underwood Martell Inc DBA Tinsley Advertising&Marketing paid under ADP TOTALSOURCE,INC.'s payroll,are covered under the above stated policy.Underwood Martell Inc DBA Tinsley Advertising&Marketing is an alternate employer under this policy. CERTIFICATE HOLDER CANCELLATION Monroe County Board of County Commissioners c/o:Risk Management SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE P.O.Box 1026 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Key West,FL 33041 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE O ACORD 25(2016/03) ©1988-2015 ACORD CORPOP6XION.All rights reserved. The ACORD name and logo are registered marks of ACORD 1688 TASK ORDER FOR SPECIAL PROJECT FOR DIVE DESTINATION GUIDE BROCHURE FOR DIVE UMBRELLA In accordance with the Advertising Agency Agreement for professional advertising services for the Monroe County 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 referred to as "Consultant" or"Contractor'. All terms and conditions of the referenced Advertising Agency Agreement 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 3. A. 2) 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 November 28, 2023. The project shall be completed by September 30, 2024. Scope of Services The scope of services will include the creation and production of a Dive Destination Guide Brochure that will include types of reefs, wrecks, and recreational snorkeling, as well as other diving opportunities. The brochure will address every district including their specific wrecks and reefs as well as the history of diving within the destination. The brochure will be distributed at various trade shows and included as a link on the Flash Drive that is also distributed at these shows. Specifications for the brochures are: Paper and Printing 10,000 Brochures 40-PAGE + COVER, 8 X 10.5 COVER: 1001-13 GLOSS COVER TEXT: 80LB GLOSS TEXT 4/4 PROCESS + OASAQ Compensation The Consultant shall be paid an amount not to exceed one hundred and two thousand dollars and no cents ($102,000) upon completion of the scope of services set forth above. Task Order for Special Project Page 1 of 2 1689 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 MONROE COUNTY ArrORNEY 0 P07 As Deputy Clerk Mayor/Chairman '�CHRISTrN i.iDmrCwr.'5ARROWS ASSISTANT COUNTY ATTORNEY DATE 5/6/24 Underwood artell, Inc.75ZIng business as Tinsley Advertising &Marketing, Inc. By t ef Print Name Date: 7) ES 7 (2) Print Name Print Name Date; Date-, Task Order for Special Pro.ica Page 2 or2 ......................... ........... ............ ...................... ...................................... ......... 1690