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HomeMy WebLinkAboutItem D03 D3 BOARD OF COUNTY COMMISSIONERS COUNTY of MONROE Mayor James K.Scholl,District 3 The Florida Keys Mayor Pro Tern Michelle Lincoln,District 2 Craig Cates,District 1 David Rice,District 4 Holly Merrill Raschein,District 5 Board of County Commissioners Meeting February 19, 2025 Agenda Item Number: D3 2023-3613 BULK ITEM: Yes DEPARTMENT: Tourist Development Council TIME APPROXIMATE: STAFF CONTACT: Kara Franker N/A AGENDA ITEM WORDING: Approval to enter into an Agreement with Starmark International, LLC for professional Advertising Services commencing March 1, 2025 and terminating on September 30, 2028 with an option to extend for an additional two (2)year period. ITEM BACKGROUND: A RFP for Advertising Services for the Monroe County Tourist Development Council was issued on November 28, 2024 with a deadline for receipt of proposals of January 9, 2025. The Selection Committee (Ms. Heidi Barfels, Mr. George Fernandez and Mr. Daniel Samess) met on January 16th and January 24th to review the responses and recommend to bring forward Starmark International, LLC to the TDC for approval. The TDC approved entering into an Agreement with Starmark International, LLC at their meeting of February 5, 2025. PREVIOUS RELEVANT BOCC ACTION: INSURANCE REQUIRED: Yes CONTRACT/AGREEMENT CHANGES: New Agreement STAFF RECOMMENDATION: Approval DOCUMENTATION: Starmark-Agree ent.pdf 1638 FINANCIAL IMPACT: Line Item Number 116-76065-00036 $1,968,120/year plus project deliverable cost Certificates of Insurance to be provided after BOCC approval 1639 Advertising Services Agreement THIS AGREEMENT (Agreement), made and entered into this day of 20257 A.D., by and between Monroe County, Florida, (hereinafter called the County), and Starmark International, Inc. (hereinafter called the Contractor). WITNESSETH: WHEREAS, Contractor is uniquely qualified to provide professional advertising services which includes consulting advice relating to the Tourist Development Council (TDC) marketing and promotion of tourism, and WHEREAS, a Request for Proposal (RFP) was issued in November of 2024 for advertising services as outlined in the attached scope of services; and WHEREAS, Contractor has been selected to provide advertising services as per the scope of services; and WHEREAS, the TDC, an advisory board to the County's Board of County Commissioners (BOCC) has recommended to County that a new Agreement for advertising services be entered into with Contractor, and WHEREAS, County desires to enter into this Agreement for advertising services with the Contractor; NOW THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows- 1. Term: The term of this Agreement is for a period of approximately three (3) years beginning March 1, 2025 and expiring on September 30, 2028. The County shall have an option to extend the Agreement for one additional two (2) year period. 2. Scope of Services: The Contractor will serve as the agency for the Monroe County TDC and County as set forth in the Scope of Services-Attached hereto as Attachment A- Scope of Services. The Contractor and the advertising programs are subject to review by the Monroe County TDC. Contractor acknowledges and understands that the relationship between County and Contractor is nonexclusive in nature and County may obtain services similar or identical to the Services from other individuals and entities. a) Key Personnel: This Agreement is a Professional Service Agreement with expectation that principal personnel performing the services are those personnel listed. Notice of any change in personnel shall be sent to the TDC, VFK (as defined below) and County. A list of the principal personnel will be given to the TDC for their record, and the TDC shall be informed of any changes in Contractor's assigned personnel. b) If necessary, and at the request of the Visit Florida Keys (VFK) Chief Executive Officer (CEO), at least one Contractor representative shall be available, at any FY 2025 Advertising Services Starmark International, Inc. I D# 1 1640 official meetings of the TDC, committee meetings, or at any other times as directed by the TDC. c) The Contractor agrees to assign a Senior Account Executive who will devote such time and effort as necessary to the account on a priority basis, including emergency situations when required. Duties of the Senior Account Executive or Contractor's assigned representative will include contact as required with the VFK CEO or other designees. Other duties include consultations with TDC staff, TDC Advisory Committees from the five districts and Umbrella Committees within the Florida Keys as directed by the TDC; and participation and coordination of other related areas of tourism development as it relates to the development of an effective advertising and marketing services program to the TDC. d) Other duties include: regular consultation visits throughout Monroe County; consultations with TDC Advisory Committees within the Keys, and interfacing with other agencies of record such as Public Relations and Website providers as directed by the TDC; liaison with private sector resorts, attractions and other tourism-related fields in Monroe County, relating to the development of an effective advertising program for the Florida Keys. e) Contractor shall formulate and recommend media plans based on written objectives established within the TDC marketing plan and review on a regular basis. If necessary, 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. f) Contractor shall obtain written pre-approval on all advertising, media buys, production and materials from VFK CEO or other designee. g) Contractor shall have all media and production expense accounts placed on purchase orders in a manner as directed by the TDC. All invoices shall have the proper purchase order number. No invoice will be paid unless a purchase order is approved. No invoices will be paid outside the advertising budget without TDC approval. h) Contractor shall negotiate fees in accordance with trade contracts to be more inclusive of total work and keep costs to a minimum. 3. Conflict Clients: Contractor will not perform any professional services during the Term for any other client if, in the reasonable opinion of the VFK CEO, the provision of such services would constitute a conflict of interest with regard to the Services to be performed hereunder. The VFK CEO may at any time during the Term review a list of Contractor's then-existing client accounts to determine whether, in the VFK CEO's sole opinion, any conflict of interest exists. Contractor will provide such list within twenty (20) days after any written request of the VFK CEO. Contractor will further advise the TDC of all potential new clients so that the TDC can reasonably determine whether a conflict of interest exists under this section. FY 2025 Advertising Services Starmark International, Inc. I D# 2 1641 4. Materials: All sketches, drawings, details, and other documents, plans, work papers, and creative materials prepared or provided by Contractor in connection with the Services, other than materials constituting trade secrets under applicable law, shall become the property of TDC and shall be delivered upon complication and/or within twenty (20) days if requested by the VFK CEO in writing, without restriction or limitation as to use, promptly upon expiration, termination, or cancellation of this Agreement. 5. Compensation: Compensation shall be paid from Tourist Development Tax Funds fir approved purchase orders, as set forth in Attachment B- Monthly Fee and Rates. To be deemed proper, all invoices must comply with the requirements set forth in this Agreement and must be submitted on the form and pursuant to instructions prescribed by the VFK CEO. Payment may be withheld for failure of Contractor to comply with a material term, condition, or requirement of this Agreement. A. Reimbursable Expenditures: The County shall reimburse the Contractor for all approved expenditures and payments made on the County's behalf subject to state and County rules and regulations as written in the Attachment. Travel, as approved, shall be reimbursed at rates established and in accordance with 112.061, Florida Statutes, Monroe County Code Chapter 2, Art. III, Div. 3 and Monroe County Travel Policies, as amended B. Competitive Procurement by Contractor for Goods and Services. Whether included in the monthly Flat Fee Services payment or as part of any reimbursable expense, Contractor shall obtain competing bids from unaffiliated and qualified thirty-party vendors for any services to be performed by a Subcontractor or outside vendor in compliance with the TDC's purchasing policies. If Contractor believes that a vendor other than the least low bid vendor should be selected to perform the work, Contractor shall provide written details regarding the selection process, the bids received from each vendor, and Contractor's justification for the request to select a vendor other than the low bid, and shall thereafter follow the instructions of the TDC CEO of which vendor to select. C. Withholding by TDC: Notwithstanding any provision of this Agreement to the contrary, the TDC may withhold, in whole or in part, payment to the extent reasonably necessary to protect itself from loss on account of inadequate or defective work which has not been remedied or resolved in a manner satisfactory to the applicable Contract Administrator or failure to comply with this Agreement. Any amounts withheld shall not be subject to payment of interest by County. D. Invoices- 1) For its assumption and performances of the duties, obligations and responsibilities set forth herein, the Contractor must submit monthly invoices. Payment will be made pursuant to the Local Government Prompt Payment Act 218.70, Florida Statutes. 2) If the Contractor's duties, obligations and responsibilities are materially changed by written amendment to this Agreement after execution of this Agreement, FY 2025 Advertising Services Starmark International, Inc. I D# 3 1642 compensation due to the Contractor shall be equitably adjusted, either upward or downward. 3) As a condition precedent for any payment due under this Agreement, the Contractor shall submit monthly, unless otherwise agreed in writing by the TDC, a proper invoice requesting payment for services properly rendered and reimbursable expenses due hereunder. The Contractor's invoice shall describe with reasonable particularity the service rendered. The Contractor's invoice shall be accompanied by such documentation or data in support of expenses for which payment is sought as the TDC, County, or Monroe County Clerk of Court and Comptroller may require. 4) 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. 5) 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 in any project the Contractor will need to prepare and submit a production budget for approval by the VFK CEO. This budget would include a breakdown of expenses by category and the name of each vendor or subcontractor proposed for each category. 6) 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. 7) The County and the TDC assume no liability to fund this Agreement for an amount in excess of the stated amounts herein, subject to the terms and conditions specified herein. 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. Monroe County's performance and obligation to pay under this Agreement is contingent upon an annual appropriation by the Board of County Commissioners. 6. Contractor's Acceptance of Conditions: The Contractor hereby agrees to carefully examine the Scope of Services and assumes full responsibility therefore. Under no circumstances, conditions or situations shall this Agreement be more strongly construed against the County than against the Contractor. a) Any ambiguity or uncertainty in the Scope of Services shall be reasonably interpreted and construed by the County, and the County's decision shall be final and binding upon all parties. FY 2025 Advertising Services Starmark International, Inc. I D# 4 1643 b) The passing, approval and/or acceptance by the County of any of the services furnished by the Contractor shall not operate as a waiver by the County of strict compliance with the terms of this Agreement. Failure on the part of the Contractor, immediately after Notice to Correct a default, shall entitle the County, if it reasonably 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 severally liable to the County for all damage, loss and expense caused to the County by reason of the Contractor's breach of this Agreement and/or his failure to comply strictly and in all things with this Agreement and with the specifications. c) The Contractor agrees that the TDC may designate representatives to visit the Contractor's facility(ies) periodically to conduct random open file evaluations during the Contractor's normal business hours. d) The Contractor warrants that it has, and shall maintain throughout the term of this Agreement, appropriate licenses and permits required to conduct its business, and that it will at all times conduct its business activities in a reputable manner. Proof of such licenses and permits shall be submitted to the County upon request. 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 years following the termination of this Agreement. If an auditor employed by the County or Clerk determines that monies paid to the Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the contractor shall repay the monies together with interest calculated pursuant to Sec. 55.03, Florida Statute, running from the date the monies were paid to Contractor. Right to Audit Availability of Records. The records of the parties to this Agreement relating to the Scope of Services/Project, which shall include but not be limited to: accounting records (hard copy, as well as computer readable data if it can be made available; subcontract files (including proposals of successful and unsuccessful bidders, bid recaps, bidding instructions, bidders list, etc.); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); backcharge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; any other supporting evidence deemed necessary by County or the Monroe County Office of the Clerk of Court and Comptroller (hereinafter referred to as "County Clerk") to substantiate charges related to this agreement, and all other agreements, sources of information and matters that may in County's or the County Clerk's reasonable judgment have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any contract FY 2025 Advertising Services Starmark International, Inc. I D# 5 1644 document (all foregoing hereinafter referred to as "Records") shall be open to inspection and subject to audit and/or reproduction by County's representative and/or agents or the County Clerk. County or County Clerk may also conduct verifications such as, but not limited to, counting employees at the job site, witnessing the distribution of payroll, verifying payroll computations, overhead computations, observing vendor and supplier payments, miscellaneous allocations, special charges, verifying information and amounts through interviews and written confirmations with employees, Subcontractors, suppliers, and contractors representatives. All records shall be kept for ten (10) years after Final Completion of the Scope of Services/Project. The County Clerk possesses the independent authority to conduct an audit of Records, assets, and activities relating to this Scope of Services/Project. If any auditor employed by the Monroe County or County Clerk determines that monies paid to Contractor pursuant to this Agreement were spent for purposes not authorized by this Agreement, the Contractor shall repay the monies together with interest calculated pursuant to Section 55.03, F.S., running form the date the monies were paid to Contractor. The right to audit provisions survives the termination of expiration of this Agreement. 8. Public Records Compliance: Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida. The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record" materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding. The prevailing party shall 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. (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. FY 2025 Advertising Services Starmark International, Inc. I D# 6 1645 (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County 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 this provision or as otherwise provided by law. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, AT PHONE# 305-292-3470 PUBLICRECORDS(a-MONROECOUNTY- FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, 1111 12T" STREET, SUITE 408, KEY WEST, FL 33040. 9. Hold Harmless: The Contractor covenants and agrees to indemnify and hold harmless the County and the TDC from any and all claims for bodily injury (including death), personal injury and property damage (including property owned by Monroe County) and any other losses, damages and expenses (including attorney's fees) which arise out of, in connection with, or by reason of services provided by the Contractor or any of its subcontractors in any tier, occasioned by the negligence, errors or other wrongful act of omission of the Contractor or its subcontractors in any tier, their employees or agents. FY 2025 Advertising Services Starmark International, Inc. I D# 7 1646 10. Independent Contractor: At all times and for all purposes under this Agreement the Contractor is an Independent Contractor and not an employee of the County. No statement contained in this Agreement shall be construed so as to find the Contractor or any of his employees, contractors, servants or agents to be employees of the County. 11. Nondiscrimination: County and Contractor agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. County or Contractor agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88- 352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685- 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC ss. 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as maybe amended from time to time, relating to nondiscrimination on the basis of disability; 10) Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, or the subject matter of, this Agreement. 12. Assignment/Subcontract: The Contractor shall not assign or subcontract its obligations under this Agreement, except in writing and with the prior written approval of the County and Contractor, which approval shall be subject to such conditions and provisions as the County may deem necessary. This paragraph shall be incorporated by reference into any assignment or subcontract and any assignee or subcontractor shall comply with all of the provisions of this Agreement. Assignment of the Contract must be in writing with prior written approval of the County and Contractor. 13. Compliance with Law: In providing all services/goods pursuant to this Agreement, the Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to, or regulating the provisions of, such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules and regulations shall constitute a material breach of this Agreement and shall entitle the County to terminate this Agreement immediately upon delivery of written notice of termination to the FY 2025 Advertising Services Starmark International, Inc. I D# g 1647 Contractor. The Contractor shall possess proper licenses to perform work in accordance with these specifications throughout the term of this Agreement. 14. Disclosure and Conflict of Interest: The Contractor represents that it, its directors, principles and employees, presently have no interest and shall acquire no interest, either direct or indirect, which would conflict in any manner with the performance of services required by this Agreement, as provided in Sect. 112.311, et seq., Florida Statutes. County agrees that officers and employees of the County recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to, solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. Upon execution of this Agreement, and thereafter as changes may require, the Contractor shall notify the County of any financial interest it may have in any and all programs in Monroe County which the Contractor sponsors, endorses, recommends, supervises or requires for counseling, assistance, evaluation or treatment. This provision shall apply whether or not such program is required by statute, as a condition of probation, or is provided on a voluntary basis. The County and Contractor warrant that, in respect to itself, it has neither employed nor retained any company or person, other than a bona fide employee working solely for it, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or Contractor, other than a bona fide employee working solely for it, any fee, commission, percentage, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of the provision, the Contractor agrees that the County shall have the right to terminate this Agreement without liability and, at its discretion, to offset from monies owed, or otherwise recover the full amount of such fee, commission, percentage, gift or consideration. 15. Arrears: The Contractor shall not pledge the County's credit or make it a guarantor of payment or surety for any agreement, debt, obligation, judgment, lien or any form of indebtedness. The Contractor further warrants and represents that it has no obligation or indebtedness that would impair its ability to fulfill the terms of this Agreement. 16. Notice Requirement: Any notice required or permitted under this Agreement shall be in writing and hand delivered or mailed, postage prepaid, to the other party by certified mail, return receipt requested, to the following: FOR TDC: Kara Franker Monroe County TDC 1201 White Street#102 Key West, FL 33040 FOR COUNTY: Christine Limbert-Barrows, Assistant County Attorney PO Box 1026 FY 2025 Advertising Services Starmark International, Inc. I D# 9 1648 Key West, FL 33041-1026 FOR CONTRACTOR: Jacqui Hartnett Starmark International, Inc. 201 E. Las Olas Suite 1040 Fort Lauderdale, FL 33301 17 Taxes: The County is exempt from payment of Florida State Sales and Use taxes. The Contractor shall not be exempted by virtue of the County's exemption from paying sales tax to its suppliers for materials used to fulfill its obligations under this Agreement, nor is the Contractor authorized to use the County's Tax Exemption Number in securing such materials. The Contractor shall be responsible for any and all taxes, or payments of withholding, related to services rendered under this Agreement. 18. Termination: a) The County may immediately terminate this Agreement for cause by providing Contractor with a thirty (30) day written notice of breach and opportunity to cure. with thirty (30) 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. In the event Contractor fails to cure the breach within the allotted thirty (30) days, County may immediately terminate this Agreement. b) Either of the parties hereto may terminate this Agreement without cause by giving the other party ninety (90) days written notice of its intention to do so. c) For Contracts of any amount, if the County determines that the Contractor/Consultant has submitted a false certification under Section 287.135(5), Florida Statutes or has been placed on the Scrutinized Companies that Boycott Israel List, or is engaged in a boycott of Israel, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. d) For Contracts of $1,000,000 or more, if the County determines that the Contractor/Consultant submitted a false certification under Section 287.135(5), Florida Statutes, or if the Contractor/Consultant has been placed on the Scrutinized Companies with Activities in the Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or been engaged in business operations in Cuba or Syria, the County shall have the option of (1) terminating the Agreement after it has given the Contractor/Consultant written notice and an opportunity to demonstrate the agency's determination of false certification was in error pursuant to Section 287.135(5)(a), Florida Statutes, or (2) maintaining the Agreement if the conditions of Section 287.135(4), Florida Statutes, are met. FY 2025 Advertising Services Starmark International, Inc. I D# 10 1649 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 remaining term, covenant, condition and provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this Agreement would prevent the accomplishment of the original intent of this Agreement. The County and Contractor agree to reform the Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. e) Attorney's Fees and Costs. The County and Contractor agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative and out-of-pocket expenses, as an award against the non-prevailing party, and shall include attorney's fees, courts costs, investigative and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this Agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the circuit court of Monroe County. f) Adjudication of Disputes or Disagreements. County and Contractor agree that all disputes and disagreements shall be attempted to be resolved by Meet and Confer Sessions between representatives of each of the parties. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this Agreement or by Florida law. FY 2025 Advertising Services Starmark International, Inc. I D# 11 1650 g) Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance or breach of this Agreement, County and Contractor agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings and other activities related to the substance of this Agreement or provision of the services under this Agreement. County and Contractor specifically agree that no party to this Agreement shall be required to enter into any arbitration proceedings related to this Agreement. 20. Binding Effect: The terms, covenants, conditions and provisions of this Agreement shall bind and inure to the benefit of the County and Contractor and their respective legal representatives, successors and assigns. 21. Authority: Each party represents and warrants to the other that the execution, delivery and performance of this Agreement have been duly authorized by all necessary County and corporate action, as required by law. 22. Claims for Federal or State Aid: Contractor and County agree that each shall be, and is, empowered to apply for, seek and obtain Federal and State funds to further the purpose of this Agreement; provided that all applications, requests, grant proposals and funding solicitations are not for funding already provided under this Agreement. 23. Privileges and Immunities: All of the privileges and immunities from liability, exemptions from laws, ordinances and rules, and pensions and relief, disability, workers' compensation and other benefits which apply to the activity of officers, agents or employees of any public agents or employees of the County, when performing their respective functions under this Agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers or employees outside the territorial limits of the County. 24. Legal Obligations and Responsibilities: Non-Delegation of Constitutional or Statutory Duties. This Agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this Agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the County, except to the extent permitted by the Florida constitution, state statute and case law. 25. Non-Reliance by Non-Parties: No person or entity shall be entitled to rely upon the terms 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. FY 2025 Advertising Services Starmark International, Inc. I D# 12 1651 26. Attestations: Contractor agrees to execute such documents as the County may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement and a Drug-Free Workplace Statement. 27. No Personal Liability: No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Monroe County in his or her individual capacity, and no member, officer, agent or employee of Monroe County shall be liable personally on this Agreement or be subject to any personal liability or accountability by reason of the execution of this Agreement. 28. Insurance: The Contractor shall maintain the following required insurance throughout the entire term of this Agreement and any extensions. Failure to comply with this provision may result in the immediate suspension of all work until the required insurance has been reinstated or replaced. Delays in the completion of work resulting from the failure of the Contractor to maintain the required insurance shall not extend any deadlines specified in this Agreement and any penalties and failure to perform assessments shall be imposed as if the work had not been suspended, except for Contractor's failure to maintain the required insurance. The Contractor shall provide, to the County, as satisfactory evidence of the required insurance, either- * Certificate of Insurance OR * A Certified copy of the actual insurance policy The County, at its sole option, has the right to request a certified copy of any or all insurance policies required by this Agreement. All Insurance policies must specify that they have a thirty (30) day notice of cancellation, non-renewal, material change in policy language or reduction in coverage. The acceptance and/or approval of the Contractor's insurance shall not be construed as relieving the Contractor from any liability or obligation assumed under this Agreement or imposed by law. The Monroe County BOCC, its employees and officials shall be included as an "Additional Insured" on all insurance policies, except for Workers' Compensation, as their interests may appear in all policies issued to satisfy these requirements. Any deviations from these General Insurance Requirements must be requested in writing on the County prepared form entitled "Request for Waiver of Insurance Requirements". Any deviation must be approved in writing by Monroe County Risk Management. a) Prior to the commencement of work governed by this Agreement, the Contractor shall obtain Workers' Compensation Insurance with limits sufficient to comply with Florida Statute 440. In addition, the Contractor shall obtain Employers' Liability Insurance with limits of not less than: $100,000 Bodily Injury by Accident $500,000 Bodily Injury by Disease $100,000 Bodily Injury by Disease, each Employee FY 2025 Advertising Services Starmark International, Inc. I D# 13 1652 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 commencement of work governed by this Agreement, the Contractor shall obtain General Liability Insurance. Coverage shall be maintained throughout the life of the Agreement and include, as a minimum: • Premises Operations • Products and Completed Operations • Blanket Contractual Liability • Personal Injury Liability • Expanded Definition of Property Damage The minimum limits acceptable shall be: $1,000,000 per Occurrence and $1,000,000 Aggregate If split limits are provided, the minimum limits acceptable shall be: $ 500,000 per Person $1,000,000 per Occurrence $ 100,000 Property Damage An Occurrence Form policy is preferred. If coverage is provided on a Claims Made policy, its provisions should include coverage for claims filed on or after the effective date of this Agreement. In addition, the period for which claims may be reported should extend for a minimum of twelve (12) months following the acceptance of work by the County. c) Recognizing that the work governed by this Agreement involves the furnishing of advice or services of a professional nature, the Contractor shall purchase and maintain, throughout the life of the Agreement, Professional Liability Insurance, which will respond to damages resulting from any claim arising out of the performance of professional services or any error or omission of the Contractor arising out of work governed by this Agreement. The minimum limits of liability shall be: $300,000 per Occurrence/$500,000 Aggregate. d). Advertising Professional Liability Insurance with minimum limits of$1,000,000 per Occurrence and $2,000,000 aggregate. The Monroe County BOCC shall be named as Additional Insured as their interests may appear on all insurance policies issued to satisfy the above requirements. FY 2025 Advertising Services Starmark International, Inc. I D# 14 1653 29. Uncontrollable Circumstances: Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable: (a) acts of God; (b) flood, fire, earthquake, explosion, tropical storm, hurricane or other declared emergency in the geographic area of the Scope of Services/Project; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest in the geographic area of the Scope of Services/Project; (d) government order or law in the geographic area of the Scope of Services/Project; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority prohibiting work in the geographic area of the Scope of Services/Project;(each, a "Uncontrollable Circumstance"). CONTRACTOR'S financial inability to perform, changes in cost or availability of materials, components, or services, market conditions, or supplier actions or contract disputes will not excuse performance by Contractor under this Section. Contractor shall give County written notice within 7 days of any event or circumstance that is reasonably likely to result in an Uncontrollable Circumstance, and the anticipated duration of such Uncontrollable Circumstance. Contractor shall use all diligent efforts to end the Uncontrollable Circumstance, ensure that the effects of any Uncontrollable Circumstance are minimized and resume full performance under this Agreement. The County will not pay additional cost as a result of an Uncontrollable Circumstance. 30. E-Verify: Effective January 1, 2021: In accordance with F.S. 448.095, Contractor shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Contractor during the term of the Contract and shall expressly require any subcontractors performing work or providing services pursuant to the Contract to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the subcontractor during the Contract term. 31. Execution in Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. 32. Section Headings: Section headings have been inserted in this Agreement as a matter of convenience of reference 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. 33. Force Maieure: The Contractor shall not be liable for delay in performance or failure to perform, in whole or in part, the services due to the occurrence of any contingency beyond its control or other acts of God, Contractor has exercised reasonable care in the prevention or mitigation of damages and delay, any such delay or failure shall not constitute a breach of the agreement. Upon demand of TDC or County, the Contractor must furnish evidence of the causes of such delay or failure. FY 2025 Advertising Services Starmark International, Inc. I D# 15 1654 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. (SEAL) Board of County Commissioners Attest: Kevin Madok, Clerk of Monroe County As Deputy Clerk Mayor/Chairman �...II...o Iloe flilllled oulIlo nlracl r) Starmark International, Inc. By President Print Name Date IIII 114""' I IIIIIIIIIII.II (1) (2) (1) (2) Print Name Print Name Date: Date: FY 2025 Advertising Services Starmark International, Inc. I D# 16 1655 ATTACHMENT A SCOPE OF SERVICES 1. Agency Services: Contractor shall provide the following Services with accountability and justification to actual services performed. A. Brand Strategy &Annual Marketing Planning • Development of a research-based brand and marketing and advertising creative strategy for both the domestic and international markets and provide recommendations for proper execution. • Develop a content marketing strategy to deploy across a variety of platforms. • Design and conduct quantitative and qualitative market research as necessary to conduct data-driven decision making and reports, as requested. • Create an email marketing program strategy to promote the Destination, including the strategy and execution of audience segmenting and database management. • Build a dashboard for reporting and data normalization in support of KPI strategy and reporting needs; Develop new features and functionality as needed/requested • Facilitate strategic and special project planning roadmap sessions annually or ad hoc. B. Media Planning and Campaign Services: • Work with the in-house team to develop, execute, and optimize a comprehensive, strategic, research-based, integrated, and evolving mixed media annual media plan targeting key audiences and market segments in both domestic and international regions. • Work with the in-house team to recommend appropriate media channels. Include opportunities for partner participation in advertising. Develop and coordinate co-op programs with mutually beneficial industry partners. • Provide plans to negotiate, execute, and manage advertising buys across all media channels, obtaining competitive pricing, with a strong focus on leveraging strategic added value. • Provide production services necessary to roll out promotional materials and advertising assets based on campaign concept to final format, including those required for relevant media and added value placements and delivery to media vehicles as required. • Coordination with media vendors as needed for the production of unique paid print and digital ad units. • SEM paid media management services. • Develop and coordinate advertising efforts for the over-all Florida Keys brand campaign, while emphasizing the features of five distinct regions or districts within the Keys. 1656 • Develop and coordinate advertising efforts for the five (5) District Advisory Committee (DAC) areas of the Florida Keys. • Create and produce advertising for the Umbrella Advisory Committee organizations that include the Diving, Fishing and Cultural industry programs. • Implement and maintain email assets to support the paid advertising campaign. • Create ads to support the co-op program. C. Communication & Reports: • Proposer shall provide such periodic reporting as may be requested by the Contract Administrator or delegated Project Manager. • Attend meetings as requested by the TDC and provide an updated recap of projects including past, current, and planned, demonstrating weekly progress. • Monthly, provide reports including analytics of the impact of executed media strategies and tactics, as well as provide recommendations for improvement for all Key Performance Indicators (including, but not limited to: return on investment, click-through rate, conversion rate, cost per lead, and impressions) and generate custom reports and analytics, as needed. • Monthly, present data (via dashboard or similar) that provides the data-driven process for media buying and displays return-on-investment (ROI). • Monthly digital reporting and analysis of all advertising, including optimization recommendations. Provide ROI insights with measurable results including, but not limited to: Increase in visitors to TDC website and/or digital assets; Increase in awareness and intent to visit Monroe County (i.e. searches for flights and hotels, as well as bookings); Monthly budget reviews, media verification and cost comparative; Audit all media buys for accuracy and provide proof of performance, including tear sheets, photo sheets, screenshots and run reports, and ensure corrective measures for any unfulfilled items, as necessary. • Complete monthly billing with all appropriate back-up documents, including detailed time reports, media proof of performance and detailed invoices, original line-item receipts, and comprehensive billing recap including projections through end of the fiscal year. D. Campaign Concepts, Marketing Creative, Production & Digital Services: • Development and production of results-driven marketing and advertising campaign creative concept to support overall media and brand strategy. • Creative concepting as needed to support niche audiences to meet growth objectives. • Design and graphics services, including the creation and implementation of original creative, designs, artwork, layout and design templates, typography, illustration and photography and other related elements that present a consistent brand for advertising and marketing initiatives. 1657 • Editorial services including, but not limited to, copywriting, fact-checking, proofreading, and editing of all materials placed or handled. • Full execution of photography and video production projects (including overseeing the direction of photo and video shoots, work for hire and talent agreements, creative asset selections, and related costs). • Provide video editing and animation services as needed for use in any advertising, digital marketing or website initiatives. • Project management related to production work. • Collateral projects including copy, design, production, studio services, Contractor selection and management (as required), print production management (including attending press checks when required), and management of distribution (as requested). • Maintain digital assets and digital brochures, as needed, making updates as necessary on multiple platforms for optimal user experience. • Provide strategic direction for the TDC website user experience including design and content for an integrated effort with the umbrella and district marketing campaigns and strategies. • Services related to a unique occurrence that has a significant material adverse impact on tourism in Monroe County (e.g., post-hurricane, regional public health crisis, etc.). • Creative design and coordination of production for various support materials, display items (e.g., displays, pull-up banners, backdrops, etc.), and other items as requested for use at tradeshows, activations, and other events. • Creative and project management support for consumer activation events. • Research, negotiation and procurement of promotional items in support of creative programs for events, activations or campaigns. • Campaign landing page creation/production. • Campaign/creative testing services including strategy for methodology, technology, administration & result reporting. • Strategy, planning and execution of specialized digital projects such as virtual reality development services, augmented reality development services, apps, Al Chatbots and other new and emerging interactive services. E. Account Maintenance: • Delivery of all media source files (including, but not limited to native and finished layered photoshop files) to TDC. • Assist in the management and organization of all digital assets. • Oversee the organization and upkeep of the TDC YouTube channel. • Conduct regular status calls/in-person meetings with internal marketing team and partner agencies (social, public relations, and global representation firms) regarding all active projects, and maintain highly responsive email and phone Communications. Agency fees will be inclusive of travel for meetings. 1658 • Attend, create, produce, and participate in presentations to boards and committees, partners or other groups as requested and needed. Agency fees will be inclusive of travel for meetings. • Compile and submit award applications for top associations in marketing and tourism. • Provide support for public relations, website and sales staff both domestically and International. • Development and production of the Annual Marketing & Communications Plan in a manner and format approved by Contract Administrator, as well as any operational and strategic plans as necessary including assistance with Destination International's DMAP certification. • Services related to producing approximately 3-5 partner/industry events each year such as grand openings, luncheons, or other events pertaining to the TDC. This includes details related to catering, venue rental, audio/visual, entertainment and programming, decorating, and setup. F. Optional Services • Public relations services and strategic planning for media missions, press trips, consumer events, activations and events. • SEO content program support including ongoing optimization recommendations and reporting. • Paid and organic social media strategy, planning and execution (including content creation and community management). • Develop innovative technology and marketing initiatives using artificial intelligence and other emerging platforms. • E-mail marketing tactics (including an enewsletter program) and list building. • Create audience profiles, personas and user journeys. • Paid influencer marketing program. • Facilitate first party market research. The above scope of work, including all identified deliverables and success parameters are subject to change based on a collaborative roadmap planning exercise between the Starmark and Visit Florida Keys Teams as a part of the onboarding process. 1659 ATTACHMENT B MONTHLY FEE &AGENCY RATES 1. Compensation A. Monthly Fee: Agency compensation shall be paid, subject to availability of Tourist Development Tax Funds and approved purchase orders for a negotiated fixed price as described in Exhibit A - Scope of Services for the following service Categories: 1. Media Planning & Campaign Services 2. Communication & Reports 3. Account Maintenance Monthly Fee: $164,010.00 per month (1,065 hours at a blended rate of$154 per hour) B. Proiect Deliverables: Agency compensation shall be paid subject to availability of Tourist Development Tax Funds and approved purchase orders as described in Exhibit A - Scope of Services for the following service Categories: 1. Brand Strategy &Annual Marketing Planning 2. Campaign Concepts, Marketing Creative, Production & Digital Services The blended hourly rate for Project deliverables will be $154 for all agency roles. C. Optional Services: Agency compensation shall be paid subject to availability of Tourist Development Tax Funds and approved purchase orders as described in Exhibit A- Scope of Services for Optional Services. The blended hourly rate for Optional Services will be $154 for all agency roles. 2. Third Party Vendors: Agency agrees to negotiate for the lowest price available from third party Vendors and that all costs attributable to purchases from outside vendors shall be approved with Purchase order in advance and invoiced to the County on a net basis with no markup or commission to the agency. 1660