HomeMy WebLinkAboutItem D10 D10
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
March 25, 2025
Agenda Item Number: D10
2023-3621
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 Overseas Media Group,
LLC for professional Social Media services commencing April 15, 2025, and terminating on September
30, 2028, with an option to extend for an additional two (2)year period.
ITEM BACKGROUND:
A RFP for Website Services for the Monroe County Tourist Development Council, including the
optional social media services, was issued on November 28, 2024 with a deadline for receipt of
proposals of December 19, 2024. 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 Overseas Media Group, LLC to the TDC for approval.
The TDC approved entering into an Agreement with Overseas Media Group, LLC at their meeting of
February 5, 2025.
PREVIOUS RELEVANT BOCC ACTION:
The Board approved award of the contract to Overseas Media Group, LLC at their February 19, 2025
meeting.
INSURANCE REQUIRED:
Yes
CONTRACT/AGREEMENT CHANGES:
New Agreement
GPJ 3/11/25 - Risk approval subject to provision of COI before agenda publication. Followup with
TDC 3/17
STAFF RECOMMENDATION: Approval
1771
DOCUMENTATION:
Social Media Contract- Signed.pdf
FINANCIAL IMPACT:
Line Item Number: 115-75038-00036
Insurance Certificate is forthcoming and will be inserted upon receipt.
1772
Website Services Agreement
THIS AGREEMENT (Agreement), made and entered into this 25 day
of March 2025, A.D., by and between Monroe County, Florida, (hereinafter
called the County), and Overseas Media Group, LLC (hereinafter called the
Contractor),
WITNESSETH:
WHEREAS, Contractor is uniquely qualified to provide paid and organic social
media services and content creation, which includes consulting advice relating to the
Tourist Development Council (TDC) marketing and promotion of tourism.
WHEREAS, a Request for Proposal (RFP) was issued in November of 2024
for website development services as outlined in the attached scope of services; and
WHEREAS, Contractor has been selected to provide quality social media and
content creation services as per the optional 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
social media and content creation services be entered into with Contractor, and
WHEREAS, County desires to enter into this Agreement for social media and
content creation 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 April 15, 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 social media and
content creation services vendor 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 related products are subject to review by the
Monroe County TDC.
a) Key Personnel: This Agreement is a Professional Service Agreement with expectation
that principal personnel performing the services are those personnel listed. Notice of
any change in personnel shall be sent to the TDC 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 senior leadership position(s) on the account.
b) At least one Senior Executive shall meet with the Monroe County TDC as directed by
the Chief Executive Officer (CEO) of Visit Florida Keys (VFK), VP of Marketing &
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Communications 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 CEO of Visit Florida Keys, VP of Marketing and
Communications and other designees; and participation and coordination of other related
areas of tourism development as it relates to the development of an effective website
and digital services program to the TDC.
3. 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.
4. Compen ation: Compensation shall be paid, subject to availability of Tourist
Development Tax Funds and approved purchase orders as set forth in
Attachment B- Fee Schedule and Rates.
Reimbursable Expenditures: The County will reimburse the Contractor for all approved
expenditures and payments made on the County's behalf for approved services as
outlined in Attachment A-Scope of Services, subject to state and County rules and
regulations. 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 (Section 112.061, Florida Statutes), Monroe County Code Chapter 2, Art. III.,
Div 3 and in accordance with Monroe County Travel policies, as amended.
A. Invoices:
For its assumption and performances of the duties, obligations and responsibilities set
forth herein, the CONTRACTOR shall be paid monthly upon submission of a Proper
Invoice. Payment will be made pursuant to the Local Government Prompt Payment Act
218.70, Florida Statutes.
(A) If the CONTRACTOR'S duties, obligations and responsibilities are materially
changed by amendment to this Agreement after execution of this Agreement,
compensation due to the CONTRACTOR shall be equitably adjusted, either upward or
downward.
(B) As a condition precedent for any payment due under this Agreement, the
CONTRACTOR shall submit monthly, unless otherwise agreed in writing by the
COUNTY, a proper invoice to COUNTY 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 COUNTY or Monroe County Clerk of Court and
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Comptroller may require.
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) No percentage will be added to Contractor charges for packaging, shipping,
express mail, postage, telephone, legal fees and services and t-avel expenses
for Contractor's personnel.
The County and the TDC assume no liability to fund this Agreement for an amount in
excess of the amounts subject to the terms and conditions as 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.
5. Contractor's Acceptance of Conditions: The Contractor hereby agrees
to carefully examine the Scope of Services and assumes ful responsibility
therefore. Under no circumstances, conditions or situations shall this
Agreement be more strongly construed against the County than against the
Contractor.
a) Any ambiguity or uncertainty in the Scope of Services shall be interpreted and
construed by the County, and the County's decision shall be final and binding
upon all parties.
b) The passing, approval and/or acceptance by the County of any of the services
furnished by the Contractor shall not operate as a waiver by the County of strict
compliance with the terms of this Agreement. Failure on the part of the
Contractor, immediately after Notice to Correct a default, shall entitle the
County, if it sees fit, to correct the same and recover the reasonable cost of
such replacement and/or repair from the Contractor, who in any event shall be
jointly and severely liable to the County for all damage, loss and expense
caused to the County by reason of the Contractor's breach of this Agreement
and/or his failure to comply strictly and in all things with this Agreement and
with the specifications.
c) The Contractor agrees that the TDC may designate representatives to visit the
Contractor's facility(ies) periodically upon 48 hours notice to conduct open file
evaluations during the Contractor's normal business hours. TDC
Representation shall inform the Contractor of the files to be reviewed at the
time of notice.
d) The Contractor warrants that it has, and shall maintain throughout the term of
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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.
6. Contractor's Financial Records and RLqht 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 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
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the monies were paid to Contractor. The right to audit provisions survives the
termination of expiration of this Agreement.
7. 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 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.
(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 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
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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 section119.10, 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 ATM,ONROE COUNTY ATTORNEY'S OFFICE 1111 12T"
STREET SUITE 408 KEY WEST FL 33040
„I�II� I�� C , IIIU ICI IIII " Iwlll IIII , (305)292-3470.
III IIII
8. 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.
9. 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.
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10, N'ondiscriminatiom 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.
11. Ass i ment/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.
12. 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 Contractor. The
Contractor shall possess proper licenses to perform work in accordance with
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these specifications throughout the term of this Agreement.
13. 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.
14. 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.
15. Notice Requirernent: 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
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FOR COUNTY: Christine Limbert-
Barrows, Assistant
County Attorney PO Box
1026
Key West, FL 33041-1026
FOR CONTRACTOR: Eric Britton Myers
Overseas Media Group, LLC
9709 Overseas Highway
Marathon, FL 33050
16. 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.
17. 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 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
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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.
18. 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
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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.
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.
19. Bind n_ 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.
20. 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.
21. 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.
22. Privilecies 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.
23. Legal Obli ations and Res onsibilities: 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.
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24. Non-Reliance b 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.
25. 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.
26. No Personal LNabilit : 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.
27. 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
Social Media Services Agreement
Overseas Media Group, LLC
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12 1784
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:
$100000 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 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
Social Media Services Agreement
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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.
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.
28. 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.
29. 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
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Overseas Media Group, LLC
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subcontractor during the Contract term,
30. 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.
31. Section Headin s: 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.
32. 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.
Social Media Services Agreement
Overseas Media Group, LLC
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15
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
]C be fi1ed out by Contiac oii)
Overseas Media Group, LLC
By w
resident
Vh 10
Prin .Name Date
�' i 11,
( ( )
Print Name Print Name
Date: Date: ',
Social Media Services Agreement
Overseas Media Group, LLC
ID #
16
1788
Attachment A: Social Media & News Bureau Services:
Scope of Services
1. Organic social media calendar—
Deliver and execute on a strategy to create a minimum 4 posts per week on
Facebook, Instagram and Twitter organized in a calendar for client approval.
Note: (staggering reels and static posts on recommendation of 4 reels per week and 2
statics per week).
2. Strategy for Visit Florida Keys YouTube:
YouTube Strategy Recommendation:
• Webcams live on YouTube page with 24-hour access (the cameras will provide
consistent views and engagement to YouTube, and can be embedded to website
from Youtube.
• Monthly drone, videos, time lapses (we can develop from TDC webcams) and
shared content: (ex: TimeFlies In Key West Videos)
• Live event coverage and videos
• Admin, Setup
3. Live social media coverage of 7-10 events in the Florida Keys per month
Ad hoc social media coverage for events like the Sea Turtle releases.
(items to consider for additional services: drone footage, underwater photo/video)
• see event calendar (attached) - TDC and OMG to discuss these events prior to
the beginning of each month for planning and execution.
4. Florida Keys News Bureau Support
Florida Keys News Bureau support to include news package materials for the 7-10
events attended with video and/or photography.
Additional Services & Fees:
• Underwater photography/videography: $540/half day, $1080/full day
• Drone stills: $200 per hour/2 hour minimum
• Drone video: $287.50 per hour/2 hour minimum
5. Paid Social Media
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• Deliver a paid social media strategy in alignment with our overall advertising
strategy, to be developed in collaboration with the destination advertising agency
of record.
• Place paid social media ads inclusive of stories, carousels, dynamic ads,
budget/priorities to be set on a monthly basis, include monthly set up.
• Utilize creative assets developed by the advertising agency to maintain a
cohesive message.
6. Administrative
Monthly reporting on campaign performance with analytics, hours utilized on
deliverables, proof of performance and other items as directed.
• Paid - Looker Studio & Organic Reports - 5 hours @ $100
Weekly status meetings by Zoom with corresponding status sheet updates with
weekly insights on how the campaign is performing.
• 2 hours per week @ $100
In-person meetings monthly and as needed.
• 2 hours monthly @ $100
Presenting at TDC meeting (if needed)
• $150 hourly (includes 3 representatives/ associates)
$1200 per month
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Attachment B:
Social Media & News Bureau Services:
Compensation
1. Organic Social Media Calendar:
Monthly: $6500 (hourly @$150) estimated monthly hours/43
Annually: $78,000
2. Visit Florida Keys YouTube:
Monthly: $1200 (estimated monthly hours: 8)
Annually: $14,400
3. Live Social Media Coverage (7-10 events monthly)
Monthly: $1275 (hourly @$150) estimated monthly hours: 102
Annually: $15,300
4. Florida Keys News Bureau Support:
Monthly: $3850 (based on 7 events/ $550 per additional event) estimated
hours: 26
Annually: $46,200 (based on 7 monthly events avg)
(Additional fees and services to be approved by TDC prior to events to include
but not limited to underwater photography & videography, drone stills, drone
video)
5. Paid Social Media
Monthly: $2500 (minimum) @ $150 hourly (estimated hours 16.6)
Annually: $30,000
Note: this includes set-up and execution/ minimum: $2500 monthly to cover
staffing and designated paid strategist.
6. Administration
Monthly: $1200 (@ $100 hourly) estimated hours: 12
Annually: $14,400
Note: Based on —
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• Paid - Looker Studio & Organic Reports - 5 hours @ $100
Weekly status meetings by Zoom with corresponding status sheet updates with
weekly insights on how the campaign is performing.
• 2 hours per week @ $100
In-person meetings monthly and as needed.
• 2 hours monthly @ $100
Presenting at TDC meeting (if needed)
• $150 hourly (includes up to 3 representatives/ associates as needed or required
by TDC)
TOTAL ESTIMATED ANNUAL COST OF AGREEMENT: $198,300
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