HomeMy WebLinkAboutItem D11 D11
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: D11
2023-3618
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 Webcam 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 webcam 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. Will followup with
TDC 3/17
STAFF RECOMMENDATION: Approval
1793
DOCUMENTATION:
Webcam Contract - Signed.pdf
FINANCIAL IMPACT:
117-77020-00036
118-78020-00036
119-79020-00036
120-70020-00036
121-71020-00036
Insurance Certificate is forthcoming and will be provided to Risk and inserted upon receipt.
1794
Website Services Agreement
THIS AGREEMENT (Agreement), made and entered into this day
of , 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 webcam services
including real-time, live webcams on the TDC website at different locations or events
in Monroe County, related 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 webcam 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
webcam services be entered into with Contractor, and
WHEREAS, County desires to enter into this Agreement for webcam 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 webcam 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).
c) 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 &
Communications or other designees. Other duties include consultations with TDC staff,
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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. Compensation: 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
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 travel expenses
for Contractor's personnel.
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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.
4. Contractor's Acceptance of Conditions: The Contractor hereby agrees to
carefully examine the Scope of Services and assumes full responsibility therefore.
Under no circumstances, conditions or situations shall this Agreement be more
strongly construed against the County than against the Contractor.
a) Any ambiguity or uncertainty in the Scope of Services shall be interpreted and
construed by the County, and the County's decision shall be final and binding
upon all parties.
b) The passing, approval and/or acceptance by the County of any of the services
furnished by the Contractor shall not operate as a waiver by the County of strict
compliance with the terms of this Agreement. Failure on the part of the
Contractor, 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
representative 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
this Agreement, appropriate licenses and permits required to conduct its
business, and that it will at all times conduct its business activities in a
reputable manner. Proof of such licenses and permits shall be submitted to
the County upon request.
5. 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
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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
togetherwith 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.
6. 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
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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
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
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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 ATMONROE COUNTY ATTORNEY'S OFFICE 1111 12T"
STREET SUITE 408 KEY WEST FL 33040
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7. 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.
8. Independe„nt„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.
9. 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
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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.
10. Assi nment/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. Contractor
shall be permitted to retain independent contractors or freelance creators from time to
time."
11.
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 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.
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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 Reguirement: 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
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
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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
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
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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.
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.
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19. 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.
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. Privileges and Imrr Unities: 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 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.
24. 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.
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.
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26. 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.
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
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
Webcam Services Agreement
Overseas Media Group, LLC
ID #
12 1806
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.
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.
Webcam Services Agreement
Overseas Media Group, LLC
ID#
13 1807
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 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 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.
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.
Webcam Services Agreement
Overseas Media Group, LLC
ID #
14 1808
Webcam Services Agreement
Overseas Media Group, LLC
ID #
15 1809
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
(m'III"'o be fil1ed otA by Coiritract,(:r
Overseas Media Group, LLC
By.
resident
Print Name Date
(1) "
Print Name Print Name
Date: .., - Date: 3 liI
Webcam Services Agreement
Overseas Media Group, LLC
ID #
16
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Attachment A: "Webcam Services:
Scope of Services
Overseas Media Group (OMG) is proud to present the TDC with the scope of services for
installation and maintenance of TDC webcams. OMG uses Axis Communications cameras
which come in a wide selection of models ranging from robust outdoor units to discreet models.
In addition to live streaming, each camera has a wide variety of capabilities and functions,
including time-lapse, logo overlays, scrolling text banner, ability to run commercials mid-stream,
static photo integration, and weather widgets.
The PTZ cameras also offer"tour" capabilities with compass overlay and infographics. OMG
utilizes a local, licensed electrician for installation and has the ability to design systems for a
wide variety of applications including stand-alone options for events that may not be able to
provide power or wifi-capabilities as well as underwater applications.
1. Installation:
Includes a 25-foot ethernet cable, PoE switch and memory card and one hour of labor.
Additional equipment including longer ethernet cables, custom housings, brackets, lift
rentals, etc. may be required and will be noted upon initial walk-through with prices
outlined after initial walk-through and upon acceptance by the TDC.
2. Cameras and Maintenance:
Overseas Media Group is will provide necessary maintenance and warranty on each
camera .
3. Camera Admin & Tech Support:
In addition to live streaming, each camera has a wide variety of capabilities and
functions, including time-lapse, logo overlays, scrolling text banner, ability to run
commercials mid-stream, static photo integration, and weather widgets.
Monthly rates include the lease of a new webcam, and monthly updates to camera
software functions including, but not limited to: IT support, static image updates, video
integration, logo overlays and ticker tape updates. Additional or multiple monthly
changes will be billed at an hourly rate of$150 per hour.
Creation of digital "tours" will be billed at $150 per hour. OMG adheres to the camera
manufacturers installation requirements and will resolve any issues related to the
installation and general use of the camera per the manufacturer's warranty. In the event
of an outage, OMG will receive an auto-generated email alert and we will typically
respond to any service interruptions within 24 hours.
Service work outside of installation and warranty repairs will be billed at $150 per hour,
plus the cost of any damaged equipment.
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Pricing does not include engagement but we do feel regular engagement will greatly
increase metrics and monetization. The cameras will be broadcast on the TDC's official
YouTube channel and we highly recommend engaging with the audience and
responding to general questions via chat. This cost can vary depending on budget.
Phase 1 will include the installation of g cameras throughout Monroe County, includin :
DAC I:
Key West Cam: Located at Key West Bight Marina (Static)
htt s://fla-ke s.com/webcams/key-west-cam/stream/
DAC II:
Lower Keys Cam: Located at Bahia Honda State Park (ptz)
https://fla-keys.com/webcams/lower-keys-cani/stream
Working Waterfront Cam: Located at Stock Island Marina (ptz)
httj2s://fla-kgys..com/webcams/working-waterfront/stream/
DAC III:
Marathon Streaming Cam: Located at Sombrero Beach (static)
https://fla-kgtys.com/webcams/marathon-cam/stream/
DACIV:
Islamorada Worldwide Sportsman Streaming Cam: Located at Worldwide
Sportsman (static)
htt s://flaµke s.com/webcams/islamorada-wws/stream/
Islamorada Streaming Cam: Located at Whale Harbor Marina (static) ht__ tars: /fl -
ke s.com/webcams/islamorada-cam/stream/
DACV:
Key Largo Dolphin Cam: Located at Island Dolphin Care (ptz) https://fla-
ke s.com/webcams/island-dol hin-care/stream/
Key Largo Streaming Cam: Located at Courtyard Marriott Rooftop (static) htts://fla-
ke s.com/webcams/ke -lgr o-cam/stream/
Key Largo North Anchorage: Located on Jewfish Creek (unknown) httos://fla-
ke s.com/webcams/key-laLgo-north/streai,n
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Attachment B: 'Webcam Services-,,Pricing & Fees
1. Installation
$400 per install (avg one-off fee).
Total installation (9 cams): $3600
Pricing for webcam installations is dependent on:
• Application
• Location (lift, brackets and other hardwire depending on the need).
• type of camera (best suited for the specified application and/or location).
Note: Additional labor rates of$150 per hour will apply to all installations and
maintenance that falls outside of the above will be noted on initial walk-through.
2. Cameras & Maintenance:
a. Static cameras:
Monthly: $350 (per static camera)
Annually: $4200 (per static cam)
b. PTZ cameras:
Monthly: $425 (per ptz cam)
Annually: $5100 (per ptz cam)
Total:
Monthly fee for (9) cameras based on current TDC cams:
$3,525 per month
$42,300 annually
2a. Internet Service: Comcast/9 cams:
Monthly: $1666
Annually: $20,000 annually
NOTE: Monthly internet costs are not included with the original bid or above pricing. This
cost is estimated to be approximately $150-$200 per month, per location. Prices may
vary and will be disclosed prior to installation. Currently, Comcast is the service provider
for all TDC cams. Per TDC approval, OMG will provide annual alternate pricing options
from available carriers.
* Cameras with multiple and frequent movements will be billed at a higher rate with prices
outlined after initial walk-through and upon acceptance by the TDC.
3. Camera Admin & Tech Support
Hourly: $150 (see scope of services)
Total Estimated Annual Cost of Webcam Services: $65,900
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